Disinterested Director Approval definition

Disinterested Director Approval means approval by the Board of Directors, which approval included votes to approve by a majority of all the Disinterested Directors, or a public recommendation to the stockholders of the Company approved by a majority of the Disinterested Directors.

Disinterested Director Approval means the affirmative approval of a special committee of the Board comprised solely of Disinterested Directors, duly obtained in accordance with the applicable provisions of the Company’s organizational documents, applicable law and the rules, regulations and listing standards promulgated by any securities exchange on which the shares of Common Stock are traded.

Disinterested Director Approval means, with respect to any transaction or conduct requiring such approval pursuant to this Agreement, the approval of a majority of the Disinterested Directors with respect to such transaction or conduct (and the quorum requirements set forth in the charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).

Examples of Disinterested Director Approval in a sentence

• Prior to the second anniversary of the Transaction Agreement Signing Date, no Stockholder shall, without Disinterested Director Approval, transfer (or enter into an agreement to transfer) record or beneficial ownership of any Company Securities to a Person or group (as defined in Section 13(d)(3) of the Exchange Act); provided, however, that, for the avoidance of doubt, this Agreement shall not limit direct or indirect transfers among the Acquisition Entity and its Affiliates.

• Any waiver of any rights of the Company shall require Disinterested Director Approval.

• Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought, including on behalf of the Company, Disinterested Director Approval.

• The foregoing restrictions shall not apply to participation by the Oaktree Shareholders or their Affiliates in: (i) pro rata primary offerings of Equity Securities of the Company based on number of outstanding Voting Securities held or (ii) acquisitions of Equity Securities of the Company that have received Disinterested Director Approval (as defined below).

• Unless otherwise mutually agreed to in writing by each party (including Disinterested Director Approval), this Agreement shall terminate (x) if the Effective Time shall not have occurred by such date and time, 5:00 p.m. New York City time on April 28, 2023, and (y) on the day following the date on which the 2024 Annual Meeting is held (the “Termination Date”).

More Definitions of Disinterested Director Approval

Disinterested Director Approval means the approval of a majority of the Disinterested Directors (and the quorum requirements set forth in the Charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).

Disinterested Director Approval means the affirmative approval of a special committee of the Board comprised solely of Independent Directors who are disinterested and independent under Delaware law as to the matter under consideration, duly obtained in accordance with the applicable provisions of the Company’s organizational documents, applicable law and Applicable Governance Rules.

Disinterested Director Approval means approval by an independent committee of the Board comprised of Disinterested Directors.

Disinterested Director Approval means, with respect to any transaction or conduct requiring such approval pursuant to this Agreement, the approval of a majority of the Disinterested Directors with respect to such transaction or conduct (and the quorum requirements set forth in the Charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).

Disinterested Director Approval means the affirmative approval by a majority of the directors who are independent of Coliseum under Delaware law (as determined by the Board); provided that for so long as Xxxxxx XxXxxxxxx is serving as the Chief Executive Officer of the Company, Xx. XxXxxxxxx shall be deemed to be a director who is independent of Coliseum for purposes of determining Disinterested Director Approvals under Sections 1(b), 1(d), 3, 11 and 15 of this Agreement.

Disinterested Director Approval shall have the meaning set forth in Section 6.2(g);

Disinterested Director Approval means the affirmative approval of a special committee of the SEG Board comprised solely of Independent Directors who are disinterested and independent under Delaware law as to the matter under consideration, duly obtained in accordance with the applicable provisions of the Company’s organizational documents, applicable law and Applicable Governance Rules; (C) “Independent Director” shall mean a director on the SEG Board that qualifies as “independent” under the requirements of Rule 10A-3 under the Exchange Act and Applicable Governance Rules; and (D) “Applicable Governance Rules” shall mean the rules, regulations and listing standards promulgated by any securities exchange on which the shares of Common Stock are traded. For the avoidance of doubt, no Standby Purchaser or Standby Purchaser Nominee shall be responsible for making any determination as to the eligibility of any shareholder or director to participate or not in any of the voting contemplated by this Section 6.2(g).