Independent Manager definition
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.
Independent Manager is defined in Section 4.01(a) of the LLC Agreement.
Independent Manager means an individual who (1) has prior experience as an independent director, independent manager or independent member, (2) is employed by a nationally-recognized company that provides professional Independent Managers and other corporate services in the ordinary course of its business, (3) is duly appointed as an Independent Manager and (4) is not and has not been for at least five years from the date of his or her or its appointment, and will not while serving as Independent Manager, be any of the following:
Examples of Independent Manager in a sentence
Each Independent Manager must execute and deliver an agreement in the form of the Independent Manager Management Agreement.
At any time there are Class A Limited Membership Interests outstanding, in the event of a vacancy in the position of Independent Manager, the Managing Member shall, as soon as practicable, appoint a successor Independent Manager.
No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.
To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Members, the Managing Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct or gross negligence.
Except as provided in the third sentence of this Section 5.2(b), in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.
More Definitions of Independent Manager
Independent Manager shall have the meaning set forth in Section 7.16.
Independent Manager means an individual who was not at any time during the preceding five years (i) a director (other than during his tenure as an Independent Manager of the Depositor or for one or more affiliates of the Depositor), officer, employee or affiliate of the Depositor or any of its affiliates (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor), (ii) a person related to any officer or director of any affiliate of the Depositor (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor), (iii) a direct or indirect holder of one or more than 5% of any voting securities of any affiliate of the Depositor, (iv) a person related to a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Depositor, (v) a material creditor, material supplier, family member, manager, or contractor of the Depositor, or (vi) a person who controls (whether directly, indirectly, or otherwise) the Depositor or its affiliates or any material creditor, material supplier, employee, officer, director (other than during his tenure as an Independent Manager of the Depositor or for one or more affiliates of the Depositor), manager or material contractor of the Depositor or its affiliates.
Independent Manager means a natural person who is not and will not be while serving and has not been during the five years preceding his or her initial appointment to such position any of the following: (a) a stockholder (other than a stockholder who owns a de minimis amount of shares and receive de minimis income therefrom, or who indirectly owns stock through its interest in one or more mutual funds), member (other than as a Special Member or Springing Member of Borrower), director, manager (except in his or her capacity as an Independent Manager on the Board of Managers of Borrower), officer, employee, partner, attorney, trustee or counsel of Borrower or any Affiliate of Borrower or any direct or indirect parent of either of them, including Holdings, (b) a creditor, customer (other than a retail customer of an Individual Property), supplier or other Person who derives any of its purchases or revenues from its activities with Borrower or any Affiliate of Borrower, including Holdings, (c) a Person or other entity controlling or under common control with any such stockholder, partner, member, director, manager or officer, customer, supplier or other Person excluded from serving as Independent Director or Independent Manager described in the foregoing subclause (a) or subclause (b), or (d) a member of the immediate family by blood or marriage of any such stockholder, member, manager, director, officer, employee, partner, attorney, customer, supplier or other Person excluded from serving as Independent Director or Independent Manager in subclause (a) or subclause (b). A natural person who satisfies the foregoing definition other than subclause (b) above shall not be disqualified from serving as an Independent Manager, if such individual is an independent director provided by a nationally recognized company that provides professional independent directors and managers, it being hereby acknowledged and agreed that Corporation Service Company satisfies such criteria. Further, a natural person who otherwise satisfies the foregoing definition except for subclause (a) by reason of being the independent director of a “special purpose entity” affiliated with the Borrower shall not be disqualified from serving as an Independent Director of the Borrower if such individual is either (i) a Professional Independent Director or (ii) the fees and other income that such individual earns from serving as independent director of affiliates of the Borrower in any given year constitute in the aggre...
Independent Manager has the meaning set forth in Section 8.03(c).
Independent Manager. The meaning specified in Section 4.1(u)(xxvi).
Independent Manager as defined in Section 6.15.
Independent Manager shall be an individual who: (A) is not and has not been employed by AHFC or any of its subsidiaries (with the exception to any members of the Board of AHRC immediately prior to the Permitted Merger) or affiliates as a director, officer or employee within the five years immediately prior to such individual’s appointment as an Independent Manager, (B) is not (and is not affiliated with a company or a firm that is) a significant advisor or consultant to AHFC or any of its subsidiaries and affiliates; (C) is not affiliated with a significant customer or supplier of AHFC or any of its subsidiaries or affiliates; (D) is not affiliated with a company of which AHFC or any of its subsidiaries and affiliates is a significant customer or supplier; (E) does not have significant personal services contract(s) with AHFC or any of its subsidiaries or affiliates; (F) is not affiliated with a tax-exempt entity that receives significant contributions from AHFC or any of its subsidiaries or affiliates; (G) is not the beneficial owner at the time of such individual’s appointment as an Independent Manager, or any time thereafter while serving as an Independent Manager, of such number of shares of any classes of common stock of AHFC or any of its subsidiaries or affiliates the value of which constitutes more than 5% of such individual’s net worth; and (H) is not a spouse, parent, sibling or child of any person described by (A) through (G).