Independent Director Criteria definition

Independent Director Criteria means criteria that shall be satisfied only in respect of a natural person that (a) is a director who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience; (b) either is approved by both Delta and the Administrative Agent or is provided by a company nationally recognized in the United States or the Cayman Islands for providing professional independent managers, that is not an Affiliate of any Issuer or Guarantor or the Master Collateral Agent and that provides professional independent managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director; and (c) is not, and has never been, and will not while serving as Independent Director be, any of the following: (i) a member, partner, equityholder, manager, director, officer or employee of Loyalty Co or any of its equityholders, the Master Collateral Agent or any Affiliates of the foregoing (other than (A) equity ownership in Delta which (x) constitutes an immaterial amount of Delta Stock and (y) is not material to the net worth of such Independent Director or (B) as an Independent Director of any SPV Party or any other Affiliate of Loyalty Co that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Person either is approved by the Administrative Agent or is employed by a company that routinely provides professional independent managers or directors); (ii) a creditor, supplier or service provider (including provider of professional services) to Loyalty Co, the Master Collateral Agent or any of their respective equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent managers and other corporate services to Loyalty Co, the Master Collateral Agent or any of their respective equityholders or Affiliates in the ordinary course of business); (iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (iv) a Person that controls (whether directly, indirectly or otherwise) any of clause (i), (ii) or (iii) above.

Independent Director Criteria means criteria that shall be satisfied only in respect of a natural person that (a) is a director who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience; (b) is provided by a company nationally recognized in the United States or the Cayman Islands for providing professional independent managers and directors, that is not an Affiliate of any Obligor or the Collateral Agent and that provides professional independent managers and directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director; and (c) is not, and has never been, and will not while serving as Independent Director be, any of the following: (i) a member, partner, equityholder, manager, director, officer or employee of any Co-Issuer or any of its equityholders, the Collateral Agent or any Affiliates of the foregoing (except immaterial equity ownership in Parent Guarantor or other than as an Independent Director of any SPV Party or any other Affiliate of a Co-Issuer that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Person is employed by a company that routinely provides professional independent managers or directors); (ii) a creditor, supplier or service provider (including provider of professional services) to either Co-Issuer, the Collateral Agent or any of their respective equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent managers and directors and other corporate services to the Co-Issuers, the Collateral Agent or any of their respective equityholders or Affiliates in the ordinary course of business); (iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (iv) a Person that controls (whether directly, indirectly or otherwise) any of clause (i), (ii) or (iii) above. Any director who is an employee of Walkers Fiduciary Limited shall be deemed to meet the requirements of an “Independent Director” for purposes of this definition.

Independent Director Criteria means that such Person (i) has substantial expertise and experience in exploration and production in the oil and gas industry, (ii) has the relevant financial and business experience to be a director of the Company and (iii) otherwise qualifies as “independent” of the Company pursuant to the applicable securities laws and stock exchange requirements.

Examples of Independent Director Criteria in a sentence

• An Independent Director if they satisfy the Independent Director Criteria.

• Due to lack of Independent Director; Criteria of satisfying the constitution of the Nomination and Remuneration Committee as per SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, is not fulfilling.

• The remuneration comprising sitting fees and commission paid to Non-Executive and Independent Directors for thefinancial year ended 2021-22 is as under: Remuneration (` In Lakh)Name of the DirectorSitting feesCommissionESOPOthersTotalMr. Ganapathy Vishwanathan- Non- Executive Non- Independent Director Criteria of making payment to Non-Executive Directors:The performance evaluation criteria for Non- Executive Directors, including Independent Directors, is determined by the NRC.

• Any Replacement Director must (A) satisfy the Independent Director Criteria (other than clause (d) thereof in respect of any Replacement Director of the Starboard Appointee (or a Replacement Director thereof)) and (B) submit the documentation to the Company required by Section 1(c)(iv) (solely in respect of any Replacement Director who is replacing the Starboard Appointee (or any Replacement Director thereof) and who is not Independent of Starboard).

• Preparation of the foundation works will include excavation to formation level, dewatering of excavation (if required), importation of select base granular material, installation of reinforcement and casting of structure.The construction of the RC flood defence wall at the western side of the Dock will require ramps to allow access and egress over the walls for vehicular traffic.Refer to Section 4.4.7.3 for details of the public realm works.

• The younger generation has not seen promising hopes in coconut cultivation.