Independent Director Designee definition

Independent Director Designee means an individual qualified to serve as an Independent Director that (a) was identified and agreed to in writing by the Company and the Investor prior to the date hereof pursuant to Section 5.16 of the Investment Agreement (an “Initial Independent Director Designee”) to be elected to the Board pursuant to Section 2.01(b) or (b) was jointly identified by the Other Directors and the Investor Directors to be elected to the Board pursuant to Section 2.04(a). For the avoidance of doubt, the Initial Independent Director Designees shall be considered Independent Director Designees for all purposes of this Agreement.
Sample 1Sample 2Sample 3
Independent Director Designee has the meaning set forth in Section 7.3.
Sample 1
Independent Director Designee shall have the meaning ascribed to such term in Section 4.6.
Sample 1

Examples of Independent Director Designee in a sentence

  • Following his or her election, other than as required by applicable Law or the Certificate of Incorporation, no Independent Director Designee shall be removed from the Board unless the removal of such Independent Director Designee has been approved by a majority of the Investor Director Designees.

  • Unless and until there has occurred a Fall-Away of Investor Board Rights, the Company shall recommend that the Company’s stockholders vote in favor of each Independent Director Designee at each annual meeting of the Company’s stockholders and shall otherwise support such Independent Director Designees in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees.

  • If any Independent Director Designee ceases to serve on the Board for any reason during his or her term (until such time as the Fall-Away of Investor Board Rights has occurred), the vacancy created thereby shall be filled, and the Company shall cause the Board to fill such vacancy, with a new Independent Director Designee jointly identified by the Other Directors and the Investor Directors.

  • If any such designation of an Independent Director Designee is not so received by the Company by such time, the position on the Board to be filled by such Independent Director Designee shall remain vacant until such position is filled by an Independent Director Designee.

  • The Investor shall not be required to comply with the advance notice provisions generally applicable to the nomination of directors by the Company so long as the Investor provides reasonable advance notice to the Company of the Investor Director Designee and/or the Independent Director Designee prior to the mailing of the proxy statement by the Company (provided, that the Company shall provide reasonable advance notice to the Investor of the expected mailing date).

  • The timing of the workshop and the selection of the presenters are subject to agreement between the CCFA and the College.

  • Any vacancy on the Board caused by the death, resignation or removal of an Independent Director shall be filled by a successor Independent Director Designee and each Holder agrees to vote all shares held by such Holder (and to execute and deliver written consents in lieu thereof) in favor of and approving the election of such successor Independent Director Designee as a director of the Company (subject to the provisions of Section 2.3 through Section 2.5).

  • In addition, each Holder agrees to vote all Shares held by such Holder (and to execute and deliver written consents in lieu thereof) in favor of and approving the election as a director of the Company of (a) each Independent Director Designee, (b) the Company’s Chief Executive Officer and (c) for so long as the Seller Designated Director Designee meets the Seller Designated Director Qualifications, the Seller Designated Director Designee.

  • For the avoidance of doubt, failure of the stockholders of the Company to elect any Investor Director Designee or the Independent Director Designee to the Board shall not affect the right of the Investor to nominate directors for election pursuant to this Section 5.10 in any future election of directors.

  • As promptly as practicable following such approval and the Closing, Parent shall take all necessary actions to cause one member of the Parent Board (other than Xxxxx Xx and the Continuing Company Directors) to be determined in Parent’s sole discretion to resign from the Parent Board and to cause the appointment of the Independent Director Designee.


More Definitions of Independent Director Designee

Independent Director Designee means an individual Person that is not a Related Person of any Holder, that has not been removed from the Board for Cause and who is designated as a nominee for election to the Board by the written approval of the Voting Representative for each Eligible Designated Holder Group (acting as directed by Majority Approval of the Holders included in such Eligible Designated Holder Group).
Sample 1

Related to Independent Director Designee

  • 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.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.

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

  • 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.

  • 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

  • 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:

  • 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.

  • 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.

  • 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;

  • Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.

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

  • Board Designee means an employee of the Board who has been given authority by the Board to carry out a function for the Board (e.g., the Clerk, Assistant Clerk of the Board, or hearing officer).

  • 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.

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

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

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

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

  • 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.

  • 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.

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

  • Inside Director means a Director who is an Employee.

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

  • 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;

  • Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.

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