Qualified Nominee. A person (who may not be CMSI or an affiliate of CMSI) in whose name Eligible Investments held by the Trustee or Paying Agent may be registered as nominee of the Trustee or the Paying Agent in lieu of registration in the name of the Trustee or the Paying Agent, provided that the following conditions will be satisfied in connection with such registration:
Qualified Nominee means an individual (i) who is not a competitor of the Company or any of its subsidiaries or an affiliate of a competitor of the Company or any of its subsidiaries, as reasonably determined by the Board, (ii) who does not have a material conflict of interest in serving as a member of the Board or would be unable to comply with the Company’s code of business conduct and ethics and corporate governance guidelines, as reasonably determined by the Board, (iii) with respect to whom none of the events described in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended (or any successor regulation), has occurred in the prior 10 years and (iv) whose nomination and recommendation by the Board, in the good faith determination of the Board, would not be inconsistent with the Board’s duties to the Company and its stockholders. For purposes of this definition, a managing director or director of GI Partners shall not be deemed to be a competitor or an affiliate of a competitor of the Company or any of its subsidiaries or to have a material conflict of interest in serving as a member of the Board by reason of such position or any ownership interest in GI Partners or its subsidiaries.
Qualified Nominee shall have the meaning set forth in Section 2.3(a).
Examples of Qualified Nominee in a sentence
The Shareholders shall, as soon as reasonably possible after a Majority has given notice of a Qualified Nominee to the Parties in accordance with section 3.2, cause the Qualified Nominee to be elected as a Director.
Subject to section 3.4, where an Independent Director is scheduled to retire at the close of an annual meeting at the end of a Term of Office, a Majority shall not less than 21 days prior to the annual meeting notify the Parties of the Qualified Nominee whom the Shareholders shall elect as a replacement for such outgoing Independent Director.
Where an Independent Director ceases to hold office otherwise than by reason of the expiry of a Term of Office, a Majority shall as soon as reasonably possible following the Independent Director ceasing to hold office notify the Corporation and the Directors of the Qualified Nominee whom the Shareholders shall elect as a replacement for the Independent Director who has ceased to hold office.
On election as a Director, a Qualified Nominee is categorized for the purposes of this Agreement as an Independent Director, and is bound by the terms of this Agreement.
More Definitions of Qualified Nominee
Qualified Nominee means an individual who (i) would be an Independent Director if he or she were a Director (except to the extent the individual is an employee of Parent or one of its Subsidiaries), (ii) meets all other generally applicable qualifications required for service as a Director set forth in the Charter and Bylaws and Parent’s corporate governance guidelines applicable to Directors and (iii) has provided to Parent (A) all information reasonably requested by Parent that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with Law or any stock exchange rules or listing standards, (B) all information reasonably requested by Parent in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations that is of the same type Parent requests of all other nominees to the Board and (C) an undertaking in writing by such individual, to the extent the same is made by all the other non-employee members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of Parent, in each case, to the extent applicable to all other non-executive directors of Parent and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of Parent; provided, that (w) each of the individuals identified in Section 2.07 of the Merger Agreement or set forth on Section 2.07(f) of the Company Disclosure Letter (as defined in the Merger Agreement) (such individuals set forth therein, the “Initial Nominees”) shall be deemed a Qualified Nominee for all purposes hereof so long as such Initial Nominee complies with the foregoing clause (iii) of this definition (subject to clauses (y) and (z) below, and other than such requirements that would not be required of an executive director, if such Qualified Nominee is to be an executive director), except to the extent an event, change in circumstance with respect to such Initial Nominees or change in applicable Law (or interpretation thereof by a court of competent jurisdiction) occurs following the date of the Merger Agreement which results in such Person no longer being a Qualified Nominee under the terms hereof (for the avoidance of doubt, only the impact of such new event or change in applicable Law (or interpretation thereof by a c...
Qualified Nominee. A Person in whose name Certificates or Eligible Investments Granted to the Trustee may be registered as nominee of the Trustee in lieu of registration directly in the name of the Trustee, provided that the following conditions shall be satisfied in connection with such registration:
Qualified Nominee means an individual who has an educational background and business experience that, taken together, are reasonably commensurate with, or more extensive than, the educational background and business experience of any of the then-current Directors.
Qualified Nominee shall have the meaning set forth in Section 4(a).
Qualified Nominee means an individual who is qualified to act as a director in accordance with the requirements set out in The Corporations Act (Manitoba) and who, for so long as section 7 of the Hydro Act is in effect, other than by virtue of being a Member, or a director of the General Partner as the nominee of a Keeyask Cree Nation, or a member of Chief and Council of a Keeyask Cree Nation:
Qualified Nominee has the meaning set out in section 3.2;
Qualified Nominee means any individual who has not, in the five years preceding the date of the annual meeting of the stockholders at which such individual is running for a position on the Board of Directors, been: (i) convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) the subject of any order, judgment or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction permanently or temporarily enjoining such individual from engaging in any type of business practice or engaging in any activity in connection with the purchase or sale of any security, or (iii) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and such judgment or finding has not been subsequently reversed or vacated.