Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.
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.
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 that person in a professional capacity; and
Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.
Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):
Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:
Company Director means a member of the Board.
Deputy Director means the Deputy Director of the Authority, as the case may be.
Nominee is defined in Section 6.1.
relevant director means any director or former director of the company or an associated company;
Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.
Incumbent Director means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).
Board Designee means an employee of the Board who has been given authority by the Board to carry out a function for the Board (e.g., the Clerk, Assistant Clerk of the Board, or hearing officer).
Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;
Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.
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.
Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.
Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;
Over-Riding Nomination Criteria means the criteria set out in clause 4.2.
Nominated Athlete means an Athlete who has been nominated to the NZOC by Swimming New Zealand.
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.
Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.
Qualified Director means a person who, at the time action is to be taken under:
Board Member means a member of the Board.
Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.