Outside Independent Directors definition

Outside Independent Directors means any director of the Company (a) who either (i) qualifies as an “independent director” with respect to the Company pursuant to Section 4200(a)(15) of the Nasdaq National Market Marketplace Rules (as in effect as of the date of the Merger Agreement), or (ii) qualifies as “independent” with respect to the Company under Rule 10A-3 under the Exchange Act (as in effect as of the date of the Merger Agreement), and (b) whose nomination or appointment was approved by PSS and a majority of the Outside Independent Directors then in office (in each case such approval not to be unreasonably withheld), it being understood that, for purposes of this clause (b), each of the individuals who is a director of the Company as of the date of the Merger Agreement and who satisfies the requirements of clause (a) shall be deemed to have been approved by PSS and a majority of the Outside Independent Directors.
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Outside Independent Directors means the individuals designated as such pursuant to Sections 4.1 and 4.2 of the Stockholders Agreement and then serving as directors of the Corporation.
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Outside Independent Directors means the individuals designated as such by the Company pursuant to Sections 4.1 and 4.2 and then serving as Directors, provided that, in order to qualify for designation and service as an Outside Independent Director pursuant to such section, each such individual must qualify as an “independent director” with respect to the Company pursuant to Section 4200(a)(15) of the Nasdaq National Market Marketplace Rules and Section 10A of the Exchange Act (or any successor provisions or any comparable rules of any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted).
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Examples of Outside Independent Directors in a sentence

  • The Company shall provide prompt written notice to the Escrow Agent and shall deliver an updated Schedule C upon the election of successor Outside Independent Directors pursuant to the Governance Agreement, and after the 2007 annual meeting of the stockholders of the Company, the Company shall provide a schedule reflecting the members of the audit committee from time to time in office.

  • Failure by either TD or the R Parties to so notify the Outside Independent Directors Committee of rejected candidates within such ten Business Day period shall be deemed to be an approval by such party of all candidates included in the list provided to such party.

  • This Agreement may not be amended except by an instrument in writing signed on behalf of (i) TD, (ii) the R Parties and (iii) the Company (prior to the Closing Date, by or upon the authority of the Board of Directors, and from and after the Closing Date, with the approval of a majority of the Outside Independent Directors Committee).

  • The Surviving Corporation’s rights under this Agreement shall be enforced by a majority of the Outside Independent Directors, or if there are then no Outside Independent Directors, by the majority of the members of the Surviving Corporation’s audit committee.

  • At any time after the Effective Time, the obligations of the Indemnifying Shareholder under Article IX may only be amended by the Surviving Corporation (subject to the approval and authorization by the Outside Independent Directors (as defined in the Governance Agreement), or if there are then no Outside Independent Directors, by the majority of the members of the Surviving Corporation’s audit committee) and the Indemnifying Shareholder.

  • Notwithstanding the foregoing, the Stockholder Director shall not, and shall not be entitled to, at any time, be an Outside Independent Director (as defined in the Existing Stockholders Agreement) or serve on the Outside Independent Directors Committee (as defined in the Existing Stockholders Agreement).

  • The Outside Independent Directors Committee shall then nominate or appoint for each such available Outside Independent Director position a candidate included on the list provided to TD and the R Parties and not rejected by either TD or the R Parties.

  • This increase will be accomplished by the resignation or removal of one or more of the Outside Independent Directors (as selected by the Outside Independent Directors Committee), and the resulting vacancy shall be filled by an R Director designated by a majority of the remaining R Directors or the sole remaining R Director (or, if there are no remaining R Directors, by the R Parties), in each case effective as of immediately prior to the following annual meeting of stockholders of the Company.

  • Within ten Business Days of their receipt of such list, each of TD and the R Parties shall notify the Outside Independent Directors Committee of any candidates included on such list which such party rejects from consideration for such Outside Independent Director position, provided that neither TD nor the R Parties may reject candidates without a reasonable basis for doing so.

  • In exercising its right to nominate and appoint Outside Independent Directors, the Outside Independent Directors Committee shall take all action available to it to ensure that, at all times, at least three Outside Independent Directors qualify as Audit Qualified Directors.