Independent Replacement Director definition

Independent Replacement Director means a Director who (i) qualifies as “independent” within the meaning of the rules of the NASDAQ Stock Market and the NYSE with respect to the Company and each Principal Stockholder, in each case, as if the Company or such Principal Stockholder were listed on the NASDAQ Stock Market or the NYSE, as applicable, and (ii) is nominated as a Director pursuant to the provisions of Section 2(d)(vi)-(vii).
Sample 1Sample 2Sample 3

Examples of Independent Replacement Director in a sentence

  • Upon an Independent Replacement Director’s appointment to the Board, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to appoint such Independent Replacement Director to any applicable committee or subcommittee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal.

  • Xxxxxx (the “Class III Incumbent Directors”) and Xx. Xxxxxx (or his Independent Replacement Director (as defined below), if applicable) (collectively, the “Class III Directors”) for election to the Board at the 2016 Annual Meeting with terms expiring at the 2019 Annual Meeting.

  • Any Independent Replacement Director designated pursuant to this Section 1(j)(B) replacing the First New Independent Director prior to the 2016 Annual Meeting shall stand for election at the 2016 Annual Meeting together with the Class III Incumbent Directors.

  • Such Mutual Independent Replacement Director shall be promptly appointed to the Board subject to satisfaction of the Director Criteria and delivery of the Director Onboarding Documentation.

  • If at any time the Group’s aggregate beneficial ownership of Common Stock decreases to less than the Alternative Minimum Ownership Threshold, the right of the Group pursuant to this Section 1(a)(iv) to participate in the recommendation of an Independent Replacement Director to fill the vacancy caused by any such resignation of the Additional Independent Nominee or any Independent Replacement Director shall automatically terminate.

  • In the event the Corporate Governance Committee does not accept a substitute person recommended by the Group as the Xxxxxxxxxxx Replacement Director or Independent Replacement Director, as applicable, the Group shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Corporate Governance Committee recommending such person in accordance with the procedures described above.

  • The Value Enhancement Committee shall be comprised of no more than five (5) independent directors, consisting of the New Nominees (or Coppersmith Replacement Director or Independent Replacement Director, if applicable), and three (3) of the Company’s incumbent independent directors, as recommended by the Corporate Governance Committee and approved by the Board.

  • If an Independent Replacement Director is identified and approved by the Board in accordance with this Section 1(a)(iv) after the 2016 Annual Meeting but prior to the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting, such Independent Replacement Director shall stand for election at the 2017 Annual Meeting as a Class II director with a term expiring at the 2018 Annual Meeting.

  • No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to the Group and the New Nominees (or the Xxxxxxxxxxx Replacement Director and/or Independent Replacement Director, if applicable), the prior written consent of the Company, and with respect to the Company, the prior written consent of the Group.

  • Except as set forth in this Section 14, (i) the Group agrees that it will not, and will cause its Affiliates not to, seek to obtain confidential information of the Company from any New Nominee (or Xxxxxxxxxxx Replacement Director or Independent Replacement Director, if applicable) and (ii) the New Nominees agree to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board or Board committees.

Related to Independent Replacement Director

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

  • 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.

  • 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 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 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

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

  • Project Director means an employee of the Recipient designated by the Authorized Representative to be responsible for the overall management of the administrative and technical aspects of the executed Agreement. The Project Director is set forth in Section 2 of this Agreement.

  • 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.

  • independent review committee means the independent review committee of the investment fund established under National Instrument 81-107 Independent Review Committee for Investment Funds;

  • Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.

  • 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;

  • 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 Committee means the independent board committee of the Company

  • Independent representative means a person who:

  • Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):

  • 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:

  • Independent Adviser means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(j)(i).

  • Independent Inspector means a licensed Person who performs sampling, quality analysis and quantity determination of the Product received or delivered.

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

  • Independent Manager Fee is defined in Section 4.01(a) of the LLC Agreement.

  • Unaffiliated Director means, for purposes of this Code, a director or honorary director of the Fund who is not a director, officer or employee of the Adviser or an affiliate thereof.

  • Independent Advisor means a reputable accounting, appraisal or nationally recognized investment banking, engineering or consulting firm (a) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect material financial interest in the Company and (b) which, in the judgment of the Board of Directors of the Company, is otherwise disinterested, independent and qualified to perform the task for which it is to be engaged.

  • 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).

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.