Examples of Original Directors in a sentence
If the terms of office of the Original Directors is determined before he/she so returns to India, any provisions in the Act or these Articles for the automatic reappointment of retiring Director in default of another appointment shall apply to the original Director and not to the Alternate Director.
Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc.
This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties and approved by the Original Directors if required by Section 1.03.
Notwithstanding anything in this Agreement to the contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company’s rights, benefits or remedies hereunder, or (c) take any other action by the Board under or in connection with this Agreement.
Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party and approved by the Original Directors if required by Section 1.03.
The Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group except for (i) passive ownership of less than three percent (3%) of the stock of the purchasing company or (ii) ownership of an equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the Original and Additional Original Directors.
Once the Subsidiary's designees are appointed or elected to the Board of Directors of the Company as provided in Section 1.3, the affirmative vote of the Original Directors shall be required for the Company to agree to any such termination, amendment, extension or waiver.
For purposes of the above definition of Change-in-Control, “Continuing Directors” means, as of any date of determination, any member of the Board who (A) was a member of such Board on the Start Date (the “Original Directors”) or (B) was appointed, nominated for election, or elected to such Board with the approval of a majority of the Original Directors or Continuing Directors who were members of such Board at the time of such nomination or election.
As used herein, a "Successor" means a director whose election by the company's shareholders or whose appointment by the directors then serving the Company has been approved by a vote of the directors then serving the Company in which at least two-thirds of those directors who are Original Directors and previously qualified Successors voted for approval.
Any such replacements shall be deemed to be Original Directors for purposes of this Agreement.