JBS Directors definition

JBS Directors means the six (6) initial Directors designated as “JBS Directors” on Schedule 3.01(a)(i) to the Stockholders Agreement, their successors as nominated by the JBS Nominating Committee pursuant to the Certificate of Incorporation and elected by the stockholders of the Corporation or appointed by the JBS Nominating Committee or the stockholders to fill any vacancy pursuant to Section 3.6; provided that, if at any time the ownership by the JBS Stockholder of the issued and outstanding Common Stock as a percentage of the total issued and outstanding Common Stock changes to a threshold amount set forth in Section 3.3, then the number of JBS Directors shall be changed to the corresponding number of JBS Directors set forth in Section 3.3.
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JBS Directors means the six (6) initial directors designated as “JBS Directors” on Schedule 3.01(a)(i) to the Stockholders Agreement, their successors as nominated by the JBS Nominating Committee pursuant to this Certificate of Incorporation and elected by the stockholders of the Corporation or appointed by the JBS Nominating Committee or the stockholders to fill any vacancy pursuant to Section 5.3; provided that, if at any time the ownership by the JBS Stockholder of the issued and outstanding Common Stock as a percentage of the total issued and outstanding Common Stock changes to a threshold amount set forth in Section 5.2(b), then the number of JBS Directors shall be changed to the corresponding number of JBS Directors set forth in Section 5.2(b). “JBS Stockholder” means JBS USA or any of its Affiliates. “JBS USA” means JBS USA Holdings, Inc., or any successor thereto. “JBS USA Common Stock” means the common stock of JBS USA listed on an Exchange. “Mandatory Exchange Transaction” means the mandatory exchange of the shares of Common Stock for the Exchange Shares in accordance with Section 8.2. “Measurement Period” means a number of consecutive trading days which is equal to twice the number of consecutive trading days between (i) the first date on which both JBS USA and the Corporation shall have both made their respective Periodic Disclosure and (ii) the date on which JBS USA delivers to the Corporation the notice of the Mandatory Exchange Transaction. “Minority Investors” means the stockholders of the Corporation other than the JBS Stockholder. “Periodic Disclosure” for a given calendar quarter or year means the first to be filed with the Securities and Exchange Commission of an issuer’s Quarterly Report on Form 10-Q, Annual Report on Form 10-K or earnings release required to be disclosed under Item 2.02 of Form 8-K covering such quarter or fiscal year, which filing complies, in all material respects with the applicable requirements of the Exchange Act. “Person” means any individual, partnership, company, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. “Stockholders Agreement” means the Stockholders Agreement dated December 28, 2009 between the Corporation and JBS USA, a copy of which will be made available to any stockholder of the Corporation upon written request. “Transfer” means to sell, ...
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Examples of JBS Directors in a sentence

  • Schedule 3.01(a)(i) Initial JBS Directors Schedule 3.01(a)(iii) Initial Equity Directors Stockholders Agreement (this “Agreement”), dated as of December 28, 2009, between Pilgrim’s Pride Corporation, a Delaware corporation (the “Reorganized Company”), and JBS USA Holdings, Inc., a Delaware corporation (“JBS USA”, together with the Reorganized Company, the “Parties”).

  • Schedule 3.01(a)(i) Initial JBS Directors Schedule 3.01(a)(iii) Initial Equity Directors Stockholders Agreement (this “Agreement”), dated as of [ ], 20 , between Pilgrim’s Pride Corporation, a Delaware corporation (the “Reorganized Company”), and JBS USA Holdings, Inc., a Delaware corporation (“JBS USA”, together with the Reorganized Company, the “Parties”).

Related to JBS Directors

  • 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.

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

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

  • Continuity Directors means (A) those members of the Board who were directors on the date hereof and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Ceridian) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing directors who either were directors on the date hereof or were previously so elected or appointed; or

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

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • Company Board of Directors means the board of directors of the Company.

  • External Directors means as defined in the Companies Law.

  • Executive Committee means a group of directors elected or appointed to act on behalf of, and within the powers granted to them by, the Commission.

  • Executive Directors means a person appointed as director directly accountable to the municipal manager.

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

  • Board Committee means those individual members of the Board of Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article VIII and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

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

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

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • Directors means the directors for the time being of the Company.

  • Committees means Committees of the Board for the time being in force.

  • Governance Committee means the Governance Committee of the Board.

  • Board of Directors means the board of directors of the Company.

  • Managing Directors means Mrs Maria Chr. van der Sluijs-Plantz, Mrs Thérèse F.C. Wijnen and Mr Hubertus P.C. Mourits or such other person(s) who may be appointed as Managing Director(s) of the Issuer from time to time.

  • the Directors means save as otherwise defined at Article 6.9 the directors of the Company (and “Director” means any one of those directors);

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • OH&S Committee is referred to hereafter, read “body nominated to implement policy on site”.

  • Nominations Committee means the committee referred to as such in, and established pursuant to, Article 133;

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

  • Supervisory Board means the Supervisory Board of the Company.