Independent Director Approval definition

Independent Director Approval has the meaning set forth in Section 1.3(f).
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Independent Director Approval means the affirmative approval of a majority of the Independent Directors then in office who comprise the Audit Committee.
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Independent Director Approval means the approval of a committee of the Company’s Board of Directors comprised solely of Independent Directors who are disinterested and independent under Delaware law as to the matters under consideration, and that is duly formed and existing in accordance with the terms of the Company’s certificate of incorporation and bylaws, as in effect on the relevant date.
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Examples of Independent Director Approval in a sentence

  • Notwithstanding anything to the contrary set forth in this Agreement, each Shareholder may publicly support, vote in favor of, approve and tender into any transaction to the extent such transaction has received Independent Director Approval.

  • This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Parties hereto; provided that any such amendment, modification or supplement shall also require Independent Director Approval.

  • Notwithstanding any restrictions contained herein, or in any other agreement between the Company and any Shareholder, any Shareholder may sell into any transaction that has received Independent Director Approval.

  • Independent Director Approval shall be sufficient, but (subject to Section 3(c)) not required or necessary, for the Company to exercise any or all of its rights under this Agreement (including any remedies available to the Company hereunder), or to enforce any or all obligations of the other parties hereto.

  • The Special Committee did not approve Alon entering into a confidentiality agreement with Delek, though Section 2.02 of the Amended Stockholder Agreement required Independent Director Approval of such an agreement.

  • Any or all of the provisions of -------------------- this Article IV, and their application to any or all Interested Persons or any or all Business Combinations, may be waived in whole or in part by Independent Director Approval.

  • Any or all of the provisions of this Article IV, and their application to any or all Interested Persons or any or all Business Combinations, may be waived in whole or in part by Independent Director Approval.

  • To undertake any Alternative Post-Closing Restructuring, Purchaser would have to receive the prior written consent of NXP (not to be unreasonably withheld, conditioned or delayed), which consent would require the affirmative vote of the Independent Directors if the proposed Alternative Post-Closing Restructuring constituted an Independent Director Approval Transaction (as defined below).

  • On May 7, 2001, the Barrxxx Xxxources Board waived such restrictions by Independent Director Approval (as defined in the Barrxxx Xxxources Bylaws), such that the restrictions do not and will not apply with respect to or as a result of the Merger Agreement or the transactions contemplated thereby, including the Offer and the Merger.

  • Notwithstanding anything to the contrary in this Section 2.02(a), management of the Company shall have the power to authorize, approve and enter into, consistent with management’s authorization authority as in effect on the date of this Agreement, in lieu of Independent Director Approval or Unaffiliated Stockholder Approval, Authorized Transactions, including entry into definitive agreements between the Company and Delek related to such Authorized Transactions.


More Definitions of Independent Director Approval

Independent Director Approval means the affirmative vote or written consent of a majority of the Independent Directors, duly obtained in accordance with the applicable provisions of the Company’s constitution and applicable law.
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Independent Director Approval means the prior written approval of a majority of the disinterested directors of Navarre as being in the best interests of all the shareholders of Navarre, both holders of Common Stock and holders of Class B Preferred Stock.
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Independent Director Approval means the approval of a majority of the members of the Independent Director Committee.
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Independent Director Approval shall have the meaning ascribed to such term in Section 1.3(c).
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Independent Director Approval. Section 1.8(d) “Independent Directors” Section 1.8(b) “Initial Expiration Date” Section 1.1(d) “Initial Outside Date” Section 1.1(e) “Lease Agreements” Section 3.13(a) “Leased Real Property” Section 3.21(b) “Legal Proceeding” Section 3.14 “Maximum Amount” Section 5.9(c) “Merger” Recitals “Merger Consideration” Section 2.1(a) “Minimum Condition” Section 1.1(a) “Multiemployer Plan” Section 3.11(a) “Nasdaq” Section 1.1(e) “Notice Period” Section 5.4(e)(1)
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Independent Director Approval means the approval of a majority of the members of the Newco Board who are Independent Directors, except any Independent Directors who, after receiving notice of the meeting at which such approval is to be sought setting forth the matters to be acted on, abstain or do not vote with respect to the matter for which their approval is sought. "COMPANY DESIGNEE APPROVAL" means the approval of a majority of the members of the Newco Board who are Company Designees other than any such Company Designee who is or was an officer or employee of Newco, except any Company Designees who, after receiving notice of the meeting at which such approval is to be sought setting forth the matters to be acted on, abstain or do not vote with respect to the matter for which their approval is sought. "INDEPENDENT STOCKHOLDER APPROVAL" of a proposal means that such proposal received the affirmative vote of a majority of the votes cast with respect to such proposal by holders of Newco Voting Stock, voting together as a single class, excluding all votes cast with respect to shares of Newco Voting Stock held by FSI Persons and all votes cast with respect to shares of Class B Common Stock.
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Related to Independent Director Approval

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager or any Person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” in accordance with the REIT’s Governing Instruments and policies and, if applicable, the rules of any national securities exchange on which the REIT’s common stock is listed.

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

  • 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.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • 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.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Board Approval means the affirmative vote of a majority of the Disinterested Directors of the Company or a unanimous written consent of the Board of Directors of the Company duly obtained in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and applicable law.

  • 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.

  • Nominations Committee means the committee referred to as such in, and established pursuant to, Article 133;

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

  • 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.

  • 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.

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

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

  • 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.

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

  • Listing Committee means the listing committee of the Stock Exchange;

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of the Target Shares in favor of this Agreement and the Merger.

  • 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.

  • Board of Directors or Board means the Board of Directors of Duroply Industries Limited as constituted from time to time.

  • 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.

  • Parent Board means the board of directors of Parent.

  • New Directors means any director whose election by the Board or whose 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 were Present Directors or New Directors.

  • New Board means the board of directors or the board of managers of Reorganized Neiman.