Eligible Nominee definition

Eligible Nominee means any nominee for Director: (i) who is capable of being elected to the Board without violation of, and who has complied with, any applicable law or the requirements of any federal, state, provincial, local or other court, governmental authority, tribunal, commission or regulatory body or self-regulatory body, including any securities exchange and regulatory authority with jurisdiction over the Company or its activities, or any political or other subdivision, department, agency or branch of any of the foregoing, (ii) who must not have engaged in acts or omissions constituting a breach of such individual’s fiduciary duties, if any, to the Company and its shareholders, (iii) who must not have engaged in acts or omissions that involve intentional misconduct or an intentional violation of law and that are felonies or violations of law involving moral turpitude or (iv) must not have engaged in any transaction involving the Company during the term of such individual’s membership on the Board, if any, from which such individual derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction if such disclosure is required pursuant to the Company’s governing documents and corporate governance policies, in case of each of the foregoing (i)-(iv), only as determined by the Board reasonably and in good faith after consultation with outside legal counsel.
Eligible Nominee means an Elector of the Band nominated for the position on the Council of the Band in accordance with these Custom Election Rules.

Examples of Eligible Nominee in a sentence

  • The Voting Instructions shall include a confirmation that each person for whom the members of the Selected Major Shareholder Groups are requested to vote for is an Eligible Nominee.

  • Notwithstanding anything to the contrary contained in this Section 14, the Company may omit from its proxy statement any information or Eligible Nominee Statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or believes would violate any applicable law, rule, regulation or listing standard.

  • Nothing in this Section 14 shall limit the Company’s ability to solicit against and include in its proxy statement its own statements, any of the information provided pursuant to this Section 14 and any solicitation materials or related information with respect to any Eligible Nominee.

  • If the Permitted Number is not reached after each Eligible Stockholder has selected one Eligible Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

  • In the event that the number of Eligible Nominees submitted by Eligible Stockholders pursuant to this Section 14 exceeds the Permitted Number, each Eligible Stockholder shall select one Eligible Nominee for inclusion in the Company’s proxy statement until the Permitted Number is reached, going in order of the amount (greatest to least) of stock of the Company entitled to vote on the election of directors as disclosed in the Eligible Nominee Notice.


More Definitions of Eligible Nominee

Eligible Nominee means a nominee who meets the criteria for eligibility for the awarding of the Henry Harding Memorial Encouragement Award, as set out in clause 4.0 of the Terms and Conditions.
Eligible Nominee means a nominee who meets the criteria for eligibility for the award of the scholarship as set out inclause 4.0 of the terms and conditions.
Eligible Nominee means a nominee who meets the criteria for eligibility for the Woolfson Encouragement Award, as set out in clause 4.0 of these terms and conditions.
Eligible Nominee means a person who is an associate as defined in Section 318 of the Income Tax Assessment Xxx 0000 of the Purchaser and nominated in writing by the Purchaser to the Vendor by way of the Nomination Notice;
Eligible Nominee shall be a person, other than a Founder, who has industry credentials and is reasonably acceptable to the other Board members. The Company and the Founders acknowledge and agree that initially such Eligible Nominee shall be Xxxxxx X.
Eligible Nominee means a nominee who meets the criteria for eligibility for the award of the Josh Woolfson MemorialEncouragement Award as set out in clause 4.0 of the terms and conditions.
Eligible Nominee means a nominee who meets thecriteria for eligibility for a Central Coast Campus Friends Equity Award, as set out in clause 4.0 of these terms and conditions.