Director Termination Date means, with respect to any Participant, the date on which Participant incurs a Separation from Service from Parent, provided that a Participant who is serving as a director of Parent on the day immediately prior to the annual meeting of shareholders in any one year will not be deemed to have incurred his or her Director Termination Date until the later of (i) the day following the one-year anniversary of the Grant Date, or (ii) the closing of the polls at such annual meeting.
Director Termination Date means the earliest of (i) the first date on which (w) the Company duly notices such Special Meeting after a member of the Restricted Group gives notice to the Company of the exercise of its right to call a Special Meeting, (x) any member of the Restricted Group engages in any of the activities prohibited by Article IV if such violation is not wholly cured within two (2) business days following notice thereof by the Company, (y) any member of the Restricted Group engages in a Schedule 13D Transaction, or (z) the filing of an amendment to the Schedule 13D previously filed by the Stockholders with the Commission indicating that any member of the Restricted Group has a plan or proposal to engage in, or that it has engaged in, a Schedule 13D Transaction (other than an amendment filed following the execution and delivery of this Stockholders Agreement announcing such execution and delivery or subsequent filings necessitated by the terms of this Agreement and actions by the parties hereunder); provided that the foregoing prohibition shall not impair or affect the exercise by the BVF Designee of his or her fiduciary duties as a director of the Company in his or her capacity as such or prohibit filings required by law as a consequence thereof; (ii) if the Standstill Termination Date is extended beyond October 31, 2003 as a result of the delivery of an Initial Offer Notice by the Company, the Standstill Termination Date (but without giving effect to any extension of the Standstill Termination Date as a result of the BVF Designee's failure to resign from the Board of Directors pursuant to Section 2.01(f)); (iii) the expiration of the thirty (30) day period referred to in the second sentence of Section 2.01(e) if, during such period, BVF shall not have proposed a successor BVF Designee who BVF believes in good faith would qualify as an Independent Director; or (iv) the first date on which the members of the Restricted Group beneficially own Voting Securities representing less than 25% of the Voting Securities beneficially owned by the members of the Restricted Group on the date hereof (after giving effect to any stock dividends, stock splits and similar transactions involving the Common Stock).
Director Termination Date is defined in Section 4.1(b).
Examples of Director Termination Date in a sentence
The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election.
The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director’s election.
The Preferred Share Directors elected at any such special meeting, and each Preferred Share Director elected at a subsequent annual or special meeting of shareholders, will be elected for term expiring upon the earlier of the Preferred Share Director Termination Date and the next annual meeting of shareholders following such Preferred Share Director’s election.
If the Non-Employee Director ceases to be a member of the Board, consultant or employee of the Company because of his or her Disability, then each Initial Grant and Succeeding Grant, to the extent then vested pursuant to Section 13.4 above, then held by such Non-Employee Director, may be exercised by the Non-Employee Director or his or her legal representative within twelve (12) months after the Non-Employee Director Termination Date, but in no event later than the Expiration Date.
If the Non-Employee Director ceases to be a member of the Board, consultant or employee of the Company because of his or her death, then each Initial Grant and Succeeding Grant, to the extent then vested pursuant to Section 13.4 above, then held by such Non-Employee Director, may be exercised by the Non-Employee Director or his or her legal representative within twelve (12) months after the Non-Employee Director Termination Date, but in no event later than the Expiration Date.
More Definitions of Director Termination Date
Director Termination Date means the earliest of: (i) the date on which those directors elected at the 2010 Annual Meeting are duly elected and qualified to the Board in accordance with the Bylaws; (ii) the first date on which any member of the Shamrock Group violates or engages in any of the activities prohibited by Section 4 hereof; (iii) the first date on which the members of the Shamrock Group sell, transfer or otherwise dispose of any or all of the Common Stock such that the Shamrock Group’s aggregate beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act) of Common Stock is reduced to 1,856,377 or fewer shares of Common Stock (as adjusted for any dividends of Common Stock, stock splits, stock combinations, reclassifications, recapitalizations or the like); or (iv) the first date on which the Selected Shamrock Director shall no longer be in office as a member of the Board and the Shamrock Group shall not have the right to name a successor to such Selected Shamrock Director (or designate a pool of three candidates) as provided in Section 2(d) hereof.
Director Termination Date means the earliest of: (i) the date on which those directors elected at the 2011 Annual Meeting are duly elected and qualified to the Board in accordance with the Bylaws; (ii) the first date on which a court of competent jurisdiction determines that any member of the MMI Group has violated or engaged in any of the activities prohibited by Section 3 hereto; (iii) the first date on which the members of the MMI Group sell, transfer or otherwise dispose of any or all of the shares of Common Stock such that the MMI Group’s aggregate beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act) of Common Stock is reduced to less than 5% of the issued and outstanding shares of Common Stock as of the date of this Agreement; and (iv) the first date on which the Selected MMI Director shall no longer be in office as a member of the Board and the MMI Group shall not have the right to name a successor to such Selected MMI Director as provided in Section 2(c) hereto.
Director Termination Date means the earliest of: (i) the first date on which (x) any member of the Restricted Group engages in any of the activities prohibited by Article IV if such violation is not wholly cured within three (3) business days following written notice thereof by the Company, (y) any member of the Restricted Group engages in a Schedule 13D Transaction, or (z) the filing of an amendment to the Schedule 13D previously filed by certain of the Stockholders with the Commission indicating that any member of the Restricted Group has a plan or proposal to engage in, or that it has engaged in, a Schedule 13D Transaction (other than an amendment filed following the execution and delivery of this Stockholders Agreement announcing such execution and delivery or subsequent filings necessitated by the terms of this Agreement and actions by the parties hereunder); (ii) the first date on which the members of the Restricted Group sell, transfer or otherwise dispose of any or all of the Voting Securities such that the Restricted Group's aggregate beneficial ownership of Voting Securities is reduced; (iii) the first date on which there shall be no Third Point Designees then in office as members of the Board of Directors and the Stockholders shall not have named a successor to any of the Third Point Designees in accordance with Section 2.01(c) hereof; or (iv) the Standstill Termination Date.
Director Termination Date means the earliest of (i) the first date on which (w) the Company duly notices such Special Meeting after a member of theRestricted Group gives notice to the Company of the exercise of its right to call a Special Meeting, (x) any member of the Restricted Group engages in any of the activities prohibited by Article IV if such violation is not wholly cured within two (2) business days following notice thereof by the Company, (y) any member of the Restricted Group engages in a Schedule 13D Transaction, or (z) the filing of an amendment to the Schedule 13D previously filed by the Stockholders with the Commission indicating that any member of the Restricted Group has a plan or proposal to engage in, or that it has engaged in, a Schedule 13D Transaction (other than an amendment filed following the execution and delivery of this Stockholders Agreement announcing such execution and delivery or subsequent filings necessitated by the terms of this Agreement and actions by the parties hereunder); provided that the foregoing prohibition shall not impair or affect the exercise by the BVF Designee of his or her fiduciary duties as a director of the Company in his or her capacity as such or prohibit filings required by law as a consequence thereof; (ii) if the Standstill Termination Date is extended beyond October 31, 2003 as a result of the delivery of an Initial Offer Notice by the Company, the Standstill Termination Date (but without giving effect to any extension of the Standstill Termination Date as a result of the BVF Designee's failure to resign from the Board of Directors pursuant to Section 2.01(f)); (iii) the expiration of the thirty (30) day period referred to in the second sentence of Section 2.01(e) if, during such period, BVF shall not have proposed a successor BVF Designee who BVF believes in good faith would qualify as an Independent Director; or (iv) the first date on which the members of the Restricted Group beneficially own Voting Securities representing less than 25% of the Voting Securities beneficially owned by the members of the Restricted Group on the date hereof (after giving effect to any stock dividends, stock splits and similar transactions involving the Common Stock).
Director Termination Date means the last date on which any director nominated by any Seller shall serve on the board of directors of the Company.
Director Termination Date means the earliest of: (i) the first date on which (x) any member of the Restricted Group engages in any of the activities prohibited by Article IV if such violation is not wholly cured within three (3) business days following written notice thereof by the Company, (y) any member of the Restricted Group engages in a Schedule 13D Transaction, or (z) the filing of an amendment to the Schedule 13D previously filed by certain of the Restricted Group with the Commission indicating that any member of the Restricted Group has a plan or proposal to engage in, or that it has engaged in, a Schedule 13D Transaction (other than an amendment filed following the execution and delivery of this Agreement announcing such execution and delivery or subsequent filings necessitated by the terms of this Agreement and actions by the parties hereunder); or (ii) the first date on which there shall be no Restricted Group Directors then in office as members of the Board of Directors and the Restricted Group Designee shall not have named a successor to any of the Restricted Group Directors in accordance with Section 2.1 hereof.
Director Termination Date is defined in the Company Purchase Agreement.