Qualifying Directors definition

Qualifying Directors means any director who (a) is elected by a majority of the members of the board of directors of the Company who were directors immediately prior to the event that caused the change in directorships and (b) is not a “person” or member of a “group” of persons, or an “affiliate” or “associate” of any “person” or “group” member, or an “associate” of an “affiliate” of any such “person” or “group” member, which “person” or “group” of persons, together with all of their respective “affiliates” and “associates” and all “associates” of their respective “affiliates” (other than a “person” or “group” of persons or an “affiliate” or “associate” of such “person” or “group” of persons or an “associate” of such “affiliate” in each case which is affiliated with the Company or any Subsidiary) comprise a majority of the board of directors of the Company.
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Qualifying Directors as used herein means any natural person who serves as a member of the Board of Directors of the Corporation on or after May 29,1998 and who is not employed by the Corporation or any Affiliate of the Corporation. The term "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. The following terms and conditions apply to Qualifying Directors as participants in the Plan.
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Qualifying Directors means directors who either were directors on the Merger Date (as defined in the Tax Receivable Agreement, dated August 15, 2022, of the Company) or whose appointment or nomination for election was previously approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Merger Date or whose appointment or nomination for election was previously so approved or recommended by the directors referred to in this definition.
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Examples of Qualifying Directors in a sentence

  • Notwithstanding the foregoing in this Section 4(c), it is intended that any action under the Plan intended to qualify for an exemption provided by Rule 16b-3 promulgated under the Exchange Act related to Persons who are subject to Section 16 of the Exchange Act will be taken only by the Board or by a committee or subcommittee of two or more Qualifying Directors.

  • Notwithstanding the foregoing in this Section 4(c), it is intended that any action under the Plan intended to qualify for an exemption provided by Rule 16b-3 promulgated under the Exchange Act related to Persons who are subject to Section 16 of the Exchange Act will be taken only by the Board or by a committee or subcommittee of two (2) or more Qualifying Directors.

  • All vested options held by Qualifying Directors as of the date of cessation of service as a director may be exercised by the Qualifying Director or his heirs or legal representatives for one year after such cessation of service.

  • The Board shall consist of at least a majority of Qualifying Directors.

  • Only Qualifying Directors shall be eligible to participate in the Plan.

  • Notwithstanding the foregoing in this Section 4(c), it is intended that any action described in the preceding sentence shall be taken only by the Board or a committee or subcommittee of two or more Qualifying Directors for the purposes of making each such transaction qualify for an exemption provided by Rule 16b-3 promulgated under the Exchange Act.

  • Notwithstanding the foregoing in this Section 4(c), it is intended that any action under the Plan intended to qualify for an exemption provided by Rule 16b-3 promulgated under the Exchange Act related to persons who are subject to Section 16 of the Exchange Act will be taken only by the Board or by a committee or subcommittee of two or more Qualifying Directors.

  • Notwithstanding the foregoing, in any circumstance described in the immediately preceding two sentences where the Committee consists of at least two members who qualify as Non-Employee Directors or Outside Directors, as the case may be (“Qualifying Directors”), and one or more other members who do not so qualify, a sub-committee (the “Sub-Committee”) consisting solely of the Qualifying Directors shall act in lieu of the full Committee.

  • Participants in the Plan will consist of such key management employees and Qualifying Directors (as hereinafter defined) of, and consultants to, the Company as the Committee in its sole discretion may designate from time to time to receive awards hereunder.

  • Notwithstanding the foregoing, in any circumstance described in the immediately preceding two sentences where the Committee consists of at least two members who qualify as Non-Employee Directors or Outside Directors, as the case may be ("Qualifying Directors"), and one or more other members who do not so qualify, a sub-committee (the "Sub-Committee") consisting solely of the Qualifying Directors shall act in lieu of the full Committee.

Related to Qualifying Directors

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of this Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

  • 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 Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • Retirement board or "board" means the retirement system's governing board provided for in 2-15-1010.

  • qualifying person means a person in respect of whom payment has been made from the Fund, the Eileen Trust, MFET Limited, the Skipton Fund, the Caxton Foundation or the London Bombings Relief Charitable Fund;

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