Future Director definition

Future Director means (a) any director who is an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or an employee, director, representative, nominee or designee of any Acquiring Person or of any such Affiliate or Associate, (b) any director who was not a member of the Board of Directors immediately prior to the time any Person becomes an Acquiring Person, or (c) any director who is elected to the Board of Directors as a result of a proxy or consent solicitation or similar shareholder initiative if any participant in such initiative has stated (or a majority of the Board of Directors has determined in good faith) that such participant (or its Affiliates or Associates) intends to take, or may consider taking, any action that would result in (i) that person becoming an Acquiring Person or (ii) a merger, consolidation, or sale of a majority of the assets or voting power of the Company which would cause a Trigger Event or any person becoming a Principal Party; PROVIDED, HOWEVER, that in each case any such director shall no longer be deemed to be a Future Director at the expiration of 180 days after the date such director was elected to the Board of Directors.
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Future Director means any director who became a member of the Company's Board of Directors less than 180 days prior to such redemption, modification or termination.
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Future Director means (i) any director of the Corporation who is an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any such Affiliate or Associate or (ii) any director of the Company who was not a member of the Board of Directors of the Corporation immediately prior to the time any Person becomes an Acquiring Person; PROVIDED, HOWEVER, that (y) any such director shall not be deemed to be a Future Director if his nomination for election or his election to the Board of Directors of the Corporation was recommended, approved or ratified by a majority of the Continuing Directors after the time such Acquiring Person became an Acquiring Person and (z) any such director shall no longer be deemed to be a Future Director at the expiration of 180 days from the later of (A) the date such Acquiring Person became an Acquiring Person and (B) the date such director was elected to the Board of Directors of the Corporation.”
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More Definitions of Future Director

Future Director shall have the meaning set forth in SECTION 5.16 hereof.
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Future Director means any director who is not a Continuing Director." 3. The last sentence of Section 11.1.3 is hereby amended and restated to read in its entirety as follows: "For a period of 180 days following a Trigger Event, actions by the Company pursuant to this Section 11.1.3 shall be approved by the vote of a majority of the Continuing Directors, and no Future Director shall be entitled to vote with respect to such action. Thereafter, such actions shall be approved by the vote of a majority of the Board of Directors." 4. The last sentence of Section 11.4.1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows: "If the Security is not publicly held or not so listed or traded, or if on any such date the Security is not so quoted and no such market maker is making a market in the Security, "current per share market price" shall mean the fair value per share as determined in good faith (i) by the Board of Directors of the Company if at the time of determination there is no Acquiring Person, (ii) if at the time of determination there is an Acquiring Person, for a period of 180 days following a Trigger Event, by a majority of the Continuing Directors, or (iii) if there are no Continuing Directors or if the 180 day period following a Trigger Event has expired, by a nationally recognized investment banking firm selected by the Board of Directors, which shall have the duty to make such determination in a reasonable and objective manner, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes." 5. The penultimate sentence of Section 11.4.2 of the Rights Agreement is hereby amended and restated in its entirety to read as follows: "If on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith (i) by the Board of Directors of the Company if at the time of determination there is no Acquiring Person, (ii) if at the time of determination there is an Acquiring Person, for a period of 180 days following a Trigger Event, by a majority of the Continuing Directors, or (iii) if there are no Continuing Directors or if the 180 day period following a Trigger Event has expired, by a nationally recognized investment banking firm selected by the Board of...
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Future Director means (a) any director who is an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or an
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Future Director shall have the meaning set forth in Section 11(d)(i) hereof; "Nasdaq" shall have the meaning set forth in Section 11(d)(i) hereof; "Principal Party" shall have the meaning set forth in Section 13(b) hereof; "Purchase Price" shall have the meaning set forth in Section 4(a) hereof, "Record Date" shall have the meaning set forth in the preamble; "Redemption Price" shall have the meaning set forth in Section 23(a)(i) hereof, "Rights" shall have the meaning set forth in the preamble; "Rights Agent" shall have the meaning set forth in the preamble; "Rights Certificates" shall have the meaning set forth in Section 3(a) hereof; "Spread" shall have the meaning set forth in Section 11(a)(iii) hereof; "Substitution Period" shall have the meaning set forth in Section 11(a)(iii) hereof "Summary of Rights" shall have the meaning set forth in Section 3(b) hereof, and "Trading Day" shall have the meaning set forth in Section 11(d)(i) hereof. Any determination required by the definitions contained in this Section 1 shall be made by the Board in their good faith judgment, which determination shall be final and binding on the Rights Agent.
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Related to Future Director

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Employee Director means a member of the Board of Directors of the Company that is also an Employee of the Company.

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and

  • Associate Director means the associate director of the