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).
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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.

  • 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.

  • The Value Enhancement Committee shall be comprised of no more than five (5) independent directors, consisting of the New Nominees (or ▇▇▇▇▇▇▇▇▇▇▇ 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.

  • 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 ▇▇▇▇▇▇▇▇▇▇▇ 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.

  • Notwithstanding the foregoing, in the event that the Group fails to comply with its obligations in Section 1(b)(iii) prior to the 2016 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the New Nominees or any ▇▇▇▇▇▇▇▇▇▇▇ Replacement Director or Independent Replacement Director for election to the Board at the 2016 Annual Meeting.

  • 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.

  • In the event the Corporate Governance Committee does not accept a substitute person recommended by the Group as the ▇▇▇▇▇▇▇▇▇▇▇ 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 New Nominees (or the ▇▇▇▇▇▇▇▇▇▇▇ Replacement Director or Independent Replacement Director, if applicable) shall serve on the Value Enhancement Committee for so long as such persons serve as directors during the existence of the Value Enhancement Committee.

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