Independent Members definition

Independent Members means each Director, but no less than two, who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and each of whom is an “outside director” within the meaning of Section 162(m) of the Code; provided that the mere fact that the Independent Members shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Independent Members which Award is otherwise validly made under the Plan.

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Independent Members has the meaning set forth in the preamble to this Agreement.

Independent Members has the meaning given to it in clause 4.1.1;

Examples of Independent Members in a sentence

Subject to Section 4 and this Section 8, the Economic Member may determine at any time in its sole and absolute discretion the number of Independent Members, provided that the number of Independent Members shall never be less than two (2).
Notwithstanding any other provision of this Agreement, the Economic Member agrees that this Agreement, constitutes a legal, valid and binding agreement of the Economic Member and is enforceable against the Economic Member by the Independent Members, in accordance with its terms.
Notwithstanding any duty otherwise existing at law or in equity, the Economic Member and any Independent Member and any Affiliate of the Economic Member or the Independent Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.
In accordance with Section 4(f), the Independent Members shall not be required to make any capital contributions to the Company.
Except as otherwise expressly provided in this Agreement or the Basic Documents, to the fullest extent permitted by law, each of the Economic Member and the Independent Members hereby irrevocably waives any right or power that such Person might have to cause the appointment of a receiver for all or any portion of the assets of the Company, to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.

More Definitions of Independent Members

Independent Members means the members of the Governing Body of PMC Commercial that are (i) “independent” of Manager and its Affiliates in accordance with PMC Commercial’s Governing Instruments and the rules of the Principal Exchange and (ii) disinterested with respect to the applicable matter at hand;

Independent Members has the meaning given in Clause 3.2.3.

Independent Members means members of the Board who are independent as independence s currently defined in Rule 5605(a)(2) and IM-5605(a)(2) of the Nasdaq listing standards.

Independent Members means members of Council who are neither members of the Staff nor Students.

Independent Members means a person who does not have or hold any position, contract, or other personal or financial interest (whether directly or indirectly) with or in the IAAF.

Independent Members means those independent members of the Committee who have been appointed as such by letter of appointment issued by BPC and countersigned by the relevant independent member;

Independent Members shall have the meaning given to such term in Section 6.11(a) of this Agreement.