Parent Nominees definition

Parent Nominees has the meaning set forth in Section 7.18(c).
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Parent Nominees means Axxx Xxxxxx, Alon Sxxxxx Xxxxxx and Axx Xxxxxxxxx who are nominees designated by Parent to be included in the Proxy Statement as the Company’s nominees for directors at the Company Shareholders Meeting, each of which has provided on or prior to the date hereof (i) a duly completed Israeli law certification and directors and officers questionnaire in the forms previously provided by the Company to Parent as well as a professional CV, and (ii) an irrevocable letter of resignation and undertaking substantially in the form of Exhibit A attached hereto, pursuant to which such person (A) resigns from the Company's Board effective automatically upon the occurrence of both (I) the beneficial ownership of Parent and its Subsidiaries in the Company Shares falling below 10% of the then-outstanding Company Shares (disregarding, for the purpose of such calculation, dilution resulting from issuances of Company Shares after the date hereof) and (II) the written request of the Company Board (excluding the Parent Nominees or their successors or alternates) and (B) agrees not to participate in the applicable parts of any meeting of the Company's Board or any committee thereof at which the Merger and the other transactions contemplated by this Agreement are or are to be discussed (provided that such Parent Nominee shall be permitted to attend parts of the meeting at which other matters are or are to be discussed) pursuant to and to the extent required by, and recuse himself in accordance with, Section 7.3(b) and to acknowledge that such Parent Nominee shall not request any materials to the extent pertaining to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
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Parent Nominees means Amos Anatot, Alon Shmuel Granot and Ari Rosenthal who are nominees designated by Parent to be included in the Proxy Statement as the Company’s nominees for directors at the Company Shareholders Meeting, each of which has provided on or prior to the date hereof (i) a duly completed Israeli law certification and directors and officers questionnaire in the forms previously provided by the Company to Parent as well as a professional CV, and (ii) an irrevocable letter of resignation and undertaking substantially in the form of Exhibit A attached hereto, pursuant to which such person (A) resigns from the Company’s Board effective automatically upon the occurrence of both (I) the beneficial ownership of Parent and its Subsidiaries in the Company Shares falling below 10% of the then-outstanding Company Shares (disregarding, for the purpose of such calculation, dilution resulting from issuances of Company Shares after the date hereof) and (II) the written request of the Company Board (excluding the Parent Nominees or their successors or alternates) and (B) agrees not to participate in the applicable parts of any meeting of the Company’s Board or any committee thereof at which the Merger and the other transactions contemplated by this Agreement are or are to be discussed (provided that such Parent Nominee shall be permitted to attend parts of the meeting at which other matters are or are to be discussed) pursuant to and to the extent required by, and recuse himself in accordance with, Section 7.3(b) and to acknowledge that such Parent Nominee shall not request any materials to the extent pertaining to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
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Examples of Parent Nominees in a sentence

  • Parent Nominees on the Board of Management should make representations to the Board on behalf of the Council regarding matters that are deemed relevant by Council.

  • The Council shall consist of the Parent Nominees on the Board of Management plus as many Parents/guardians as deemed necessary by the Council.

  • The model consists of a secure data transmission channel that uses blockchain-based tech- nology.

  • Parent Nominees will serve as board members in their own right for the benefit of the Subsidiary Organisation and will be expected to observe Board procedures including declaring conflicts between their roles as Subsidiary Board member and their connection to the Parent ([1.5] - see “Conflicts of Interest”).

  • Parent Nominees to the Board of Management may be removed from office provided ten school days’ notice is given to the Council of a meeting to discuss the matter in accordance with Article 6(b), Schedule One of the Model Agreement.

  • Parent Nominees on the Board of Management should inform the Council of relevant matters appertaining to Council having due regard to personal confidentiality.

  • Usually one from each of the teacher unions.• 2 Parent Nominees elected by whole parent body.

  • Current members will serve out their terms and be replaced according to the 'Replacement - Parent Nominees' provision in this constitution.

  • The Parent and each Vendor shall use its commercially reasonable efforts to cause the board of directors of MIC to replace the vacancies created by the resignation of the Parent Nominees at or immediately after the Closing Time with nominees of the Purchaser, subject to compliance with applicable Laws and the terms of any of the Approvals and provided that each such nominee is qualified to act as a director in accordance with applicable Laws and stock exchange requirements.

  • At or immediately after the Closing Time, the Parent shall cause the nominees of the Parent, other than the Chief Executive Officer of MIC, on the board of directors of each of MIC and the Insurance Companies, as applicable (the “ Parent Nominees ”), to resign from such positions.


More Definitions of Parent Nominees

Parent Nominees has the meaning ascribed thereto in Section 8.4;
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Related to Parent Nominees

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

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

  • 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.

  • Company Director means a member of the Board.

  • 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.

  • 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 him in a professional capacity; and

  • Investor Designee shall have the meaning set forth in Section 5(a).

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

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

  • Preferred Directors means the Series A Directors and the Series B Directors.

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

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Investor Directors has the meaning set forth in Section 2(a).

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • 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.

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Investor Director means a member of the Board who was elected to the Board as an Investor Director Designee.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 116;

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Company Stockholders means the holders of shares of Company Capital Stock.