Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;
Director or officer means any of the following:
Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;
Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.
Indemnitee has the meaning assigned to such term in Section 9.03(b).
Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.
former Board means the Board of Reference constituted under Part IV of the former provisions;
Corporate Status describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
Directors means the directors for the time being of the Company.
Fiduciaries means professional firms such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks etc., assisting or advising the Company.
Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.
Continuity Directors means (A) those members of the Board who were directors on the date hereof and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Ceridian) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing directors who either were directors on the date hereof or were previously so elected or appointed; or
Exculpation means the exculpation provision set forth in Article X.D hereof.
Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.
Resolution of Directors means either:
Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.
Indemnitees has the meaning specified in Section 10.04(b).
Office of the Corporation means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.
Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.
Senior Executive Officers means the Company's "senior executive officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.
Executive Officers means the Company's “executive officers” as defined in 12 C.F.R. § 215.2(e)(1) (regardless of whether or not such regulation is applicable to the Company).
Independent Fund Director means an independent director of an investment company advised by Invesco.
Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;
Covered Persons has the meaning set forth in Section 20(a).
Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.
D&O Insurance has the meaning set forth in Section 5.10(c).