Independent Board Majority definition

Independent Board Majority means a group of directors comprised of (i) a majority of all directors who qualify as Independent Directors at the time of such determination, and (ii) a majority of all directors at the time of such determination.
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Independent Board Majority has the meaning set forth in Section 4.B.3 of Article IV of the Certificate of Incorporation.
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Independent Board Majority has the meaning set forth in Section 4.B.3 of Article IV of the Certificate of Incorporation. (v) "Marks" has the meaning set forth in Recital B hereof. (w) "Ownership Limit" has the meaning set forth in Section 1 of Article VII of the Certificate of Incorporation. (x) "Person" means any individual, firm, partnership, corporation (including, without limitation, a business trust), limited liability company, trust, unincorporated association, joint stock company, joint venture or other entity, and shall include any successor (by merger or otherwise) of any such entity. (y) "Registration Rights Agreement" means that certain Registration Rights Agreement, of even date herewith, by and between the Company and the Beneficiary. (z) "Registration Statement" has the meaning set forth in Section 1 of the Registration Rights Agreement. (aa) "Reorganization Agreement" has the meaning set forth in Recital A hereof. (bb) "Share-Rights" has the meaning set forth in Section 1 of the Registration Rights Agreement. (cc) "Successor Trustee" has the meaning set forth in Section 8.04 hereof. (dd) "Three Year Divestiture Deadline" means the third anniversary of the Closing Date, extended day for day, up to a maximum of three hundred sixty five (365) days, for each day the Company is not required to file a Registration Statement (i) in response to an actual Demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share-Rights and received proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period. (ee) "Trustee" has the meaning set forth in Preamble hereof. (ff) "Voting Power" has the meaning set forth in Section 1 of Article VII of the Certificate of Incorporation. (gg) "Voting Trust" has the meaning set forth in Recital E hereof. (hh) "Voting Trust Ownership Limit" means that number of shares of Capital Stock one share lower than the number of shares of Capital Stock which would represent five percent (5%) of the Voting Power of all shares of Capital Stock issued and outstanding at the time of determination.
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Examples of Independent Board Majority in a sentence

  • The Beneficiary shall not support, endorse or otherwise encourage the election of any candidate for election to the Board of Directors other than a candidate or candidates nominated by an Independent Board Majority.

  • The number of directors of the Corporation shall initially be nine (9) and thereafter such number as may be determined from time to time by an Independent Board Majority, provided that such number shall be no fewer than three (3) and no more than nine (9).

  • The Board of Directors shall have the power (within the limitations prescribed by the Articles of Incorporation) by a resolution adopted by an Independent Board Majority at the time of such adoption to alter at any time and from time to time (i) the total number of directorship positions on the Board of Directors, and (ii) the number of directorship positions in any of the three classes of directors established by the Articles of Incorporation.

  • The Chairman of the Board, the President, or an Independent Board Majority, as the case may be, shall have the right to determine the business to be transacted at any special meeting and no issue or matter may be acted upon by any shareholders at any special meeting unless such issue or matter has been approved by the Board of Directors for vote by shareholders at such meeting, unless Wisconsin law specifically authorizes such action by the shareholders without the assent of the Board of Directors.

  • The Board of Directors shall have the power (within the limitations prescribed by the Certificate of Incorporation) by a resolution adopted by an Independent Board Majority (as defined in the Certificate of Incorporation) to alter (i) the total number of Directorship positions on the Board of Directors, and (ii) the number of Directorship positions in any of the three (3) classes of Directors established by the Certificate of Incorporation.

  • The Board of Directors shall have the power (within the limitations prescribed by the Certificate of Incorporation) by a resolution adopted by an Independent Board Majority at the time of such adoption to alter at any time and from time to time (i) the total number of directorship positions on the Board of Directors, and (ii) the number of directorship positions in any of the three classes of directors established by the Certificate of Incorporation.

  • Special meetings of shareholders may be called only by the Chairman of the Board, the President, an Independent Board Majority (as defined in Section4.B.3 of Article III of the Articles of Incorporation), or any other party specifically mandated by the Wisconsin Business Corporation Law.

  • Special meetings of shareholders may be called only by the Chairman of the Board, the President, an Independent Board Majority (as defined in Section 4.B.3 of Article III of the Articles of Incorporation), or any other party specifically mandated by the Wisconsin Business Corporation Law.

  • Until sold, the Delinquent Shares shall be voted in accordance with the recommendation of the Independent Board Majority on all matters.

  • So long as the Fund Beneficially Owns Fund Restricted Shares, the Fund shall not tender or otherwise sell or offer to sell to any Person any shares of Capital Stock in response to any Acquisition Proposal that is opposed by the Independent Board Majority.


More Definitions of Independent Board Majority

Independent Board Majority means a group of Directors comprised of (i) a majority of all Directors who qualify as Independent Directors at the time of such determination and (ii) a majority of all Directors at the time of such determination.
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Related to Independent Board Majority

  • Independent Board Committee means the independent board committee of the Company

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

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

  • Company Board of Directors means the board of directors of the Company.

  • Management Board means the management board of the Company.

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • Independent Committee means a committee of the board of directors of the General Partner made up of directors that are “independent” of Brookfield and its Affiliates, as contemplated by applicable securities Laws;

  • Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Supervisory Board means the Supervisory Board of the Company.

  • Parent Board means the board of directors of Parent.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • Board of Directors or Board means the Board of Directors of Prakash Steelage Limited, as constituted from time to time.

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution.

  • 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.

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.8

  • 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.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • OH&S Committee is referred to hereafter, read “body nominated to implement policy on site”.

  • 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.

  • 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.