GSCP Director definition

GSCP Director means a Director appointed or designated for election solely by GSCP.
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GSCP Director has the meaning set forth in Section 3.1(a).
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GSCP Director means any director of the Company nominated by the GSCP Stockholders in accordance with SECTION 2.2.
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Examples of GSCP Director in a sentence

  • During the period, from the time the vacancy is created until a new director is designated pursuant to Section 2.1(a), the remaining Onex Director, if such vacancy is for an Onex Director, the remaining GSCP Directors, if such vacancy is for a GSCP Director or the GSCP Directors, with advance reasonable notice to the Onex Directors, if such vacancy is for the Management Director, may appoint a replacement to act as a director until a new director is duly elected pursuant to Section 2.1(a).

  • Notwithstanding anything to the contrary in this Section 4.5, each committee designated hereunder shall, for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, include at least one GSCP Director and, for so long as Kxxxx continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, include at least one Kxxxx Director.

  • A Member may make further capital contributions to the Company, but only with the written consent of the Board acting by majority vote (which majority must include at least one GSCP Director and at least one Kxxxx Director) in accordance with Section 3.2 or Section 4.12, as applicable.

  • The holders of Override Units are not required to make any Capital Contribution to the Company in exchange for their Override Units, it being recognized that, unless otherwise determined by a majority of the Board (which majority must include at least one GSCP Director and at least one Kxxxx Director), such Units shall be issued only to Management Members who own Common Units and who agree to provide services to the Company pursuant to Section 4.13.

  • The Board may designate any such Additional Member as an “Investor Member,” a “Management Member” or an “Outside Member” hereunder (but only to the extent that such designation has been approved by at least one GSCP Director and at least one Kxxxx Director).

  • Except as otherwise provided in this Article III, Units in a particular class may be issued from time to time, at such prices and on such terms as the Board (which issuance, prices and terms must have been approved by at least one GSCP Director and at least one Kxxxx Director) or, in the case of Override Units, the Override Unit Committee may determine, without obtaining the consent of any Member or class of Members.

  • Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if a majority of the members of the Board or committee (which majority must include at least one GSCP Director and at least one Kxxxx Director), as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

  • Unless otherwise decided by a majority of the Board (which majority must include at least one GSCP Director and at least one Kxxxx Director), each Management Member shall be an officer of the Company.

  • Upon the approval of a majority of the Board or the Override Unit Committee (but in each case only to the extent that such majority includes the vote of at least one GSCP Director and at least one Kelso Director), the Company may admit one or more additional Members (each, an “Additional Member”), to be treated as a “Member” or one of the “Members” for all purposes hereunder.

  • Additional classes of Interests denominated in the form of Units may be authorized from time to time by the Board (which authorization must have been approved by at least one GSCP Director and at least one Kelso Director) without obtaining the consent of any Member or class of Members.

Related to GSCP Director

  • 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

  • Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

  • 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.

  • 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;

  • Deputy Director means the Deputy Director of the Authority, as the case may be.

  • Director means a member of the Board.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Investor Director means a member of the Board who was elected to the Board as an Investor Designee.

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

  • Associate Director means the associate director of the

  • Company Director means a member of the Board.

  • Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.

  • Series A Director means any director of the Company that the holders of record of the Series A Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.

  • Chairman-cum-Managing Director means Chairman-cum-Managing Director of any of the Subsidiary Companies of Coal India Limited, presently Central Coalfields Limited, Eastern Coalfields Limited, Western Coalfields Limited, Bharat Coking Coal Limited, Central Mine Planning & Design Institute Limited, South Eastern Coalfields Limited, Northern Coalfields Limited and Mahanadi Coalfields Limited.

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (i) was a member of such board of directors on the Closing Date, or (ii) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election.

  • relevant director means any director or former director of the company or an associated company;

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Qualified Director means a person who, at the time action is to be taken under:

  • Lead Director means the Non-Employee Director, if any, who has been designated by the Board as the Lead Director under the Board’s Corporate Governance Guidelines. The Lead Director shall have such duties as shall be assigned to him or her by the Board in such Corporate Governance Guidelines.