Guarantee Independent Director definition

Guarantee Independent Director means the independent director of the Company elected pursuant to Section 10.04(i)(iii) of the LLC Agreement upon the distribution of the Intercompany Securities to the holder of the Company Common Securities or upon the non-payment for a day of a claim made under either of the LLC Securities Guarantee or the Trust Securities Guarantee.
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Guarantee Independent Director has the meaning specified in Section 10.04(i)(iii).
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Examples of Guarantee Independent Director in a sentence

  • Cleburne Living Ctr., 473 U.S. 432, 440, 105 S.Ct. 3249, 87L.Ed.2d 313 (1985) (applying rational basis review in an equal protection challenge to a zoning ordinance); see also Wrigley Properties, Inc.

  • Except for the Guarantee Independent Director with respect to the enforcement of the Contingent Guarantee and the Contingent Distribution and except to the extent that the Board or the Securityholders confer such authority on a Director, no Director shall have the authority to bind the Company.

  • In addition, resources of knowledge and productive ability are available anywhere and anytime, inside and outside the school3.

  • The Guarantee Independent Director shall be elected by ordinary resolution passed by a majority of the [Class B] Preferred Securityholders entitled to vote thereon, as determined in accordance with Section 11.01, present in person or by proxy at a separate general meeting of such [Class B] Preferred Securityholders convened for that purpose (which shall be called at the request of any [Class B] Preferred Securityholder entitled to vote thereon).

  • A Guarantee Independent Director appointed pursuant to Section 10.02(i)(iii) shall take into account only the interests of the holders of the Preferred Securities and shall owe them fiduciary duties comparable to those that a director of a Delaware corporation owes to common shareholders of such corporation.

  • This Contingent Guarantee may be modified only with the prior approval of the Guarantee Independent Director (as defined in the LLC Agreement) acting on behalf of the Company.

  • Any Guarantee Independent Director so appointed shall vacate office if, in such Guarantee Independent Director's sole determination, the dividends on the Preferred Securities have been paid regularly at the Dividend Rate in full by the Company or the Guarantor under the LLC Guarantee or the Trust Guarantee for one calendar year and all other amounts due under the LLC Guarantee, the Trust Guarantee and the Contingent Guarantee have been paid.

  • Any such Guarantee Independent Director may be removed by, and shall not be removed except by, the vote of a majority of the outstanding [Class B] Preferred Securities entitled to vote, at a meeting of the Company's Securityholders, or of the [Class B] Preferred Securityholders entitled to vote thereon, called for that purpose.

  • The Contingent Guarantee may not be enforced by anyone other than the Guarantee Independent Director, appointed pursuant to and under the circumstances set forth in Section 10.02(i)(iii), acting alone and without the requirement for a vote or consent of the other members of the Board of Directors.

  • A Guarantee Independent Director appointed pursuant to Section 10.04(i)(iii) shall take into account only the interests of the holders of the [Class B] Preferred Securities and shall owe them fiduciary duties comparable to those that a director of a Delaware corporation owes to common shareholders of such corporation.

Related to Guarantee Independent Director

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

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • 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.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

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

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • 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.

  • Director means a member of the Board.

  • Incumbent Director means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

  • Black empowered enterprise means an enterprise that is at least 25,1% owned by black persons and where there is substantial management control. Ownership refers to economic interests. Management refers to executive directors. This is whether the black enterprise has control or not.

  • 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:

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

  • Independent Manager shall refer to a member of the Board that meets the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates. In the event a Special Committee is formed, the term “Independent Manager” shall, as the context requires, refer generically to each Independent Manager.

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

  • 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

  • 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.

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

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

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

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Inside Director means a Director who is an Employee.