Qualifying Nominee definition

Qualifying Nominee means, in respect of a Stockholder Nominee, a natural person who, in the good faith determination of the Board or the Governance Committee: (i) is suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE-listed companies; (ii) is not prohibited from serving as a director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any national securities exchange on which the Securities are listed or admitted to trading; and (iii) is not subject to any order, decree or judgment of any Authority prohibiting service as a director of any public company.
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Qualifying Nominee means, in respect of a nominee of the Stockholder or the Company to the Board or a committee thereof, as applicable, a Person who (i) complies with the Company’s corporate governance guidelines and policies and applicable Company policies (including but not limited to the Company’s code of business conduct and ethics and xxxxxxx xxxxxxx policy), (ii) complies with the applicable stock exchange rules and applicable Law with respect to service as a director of a public company, (iii) is independent within the meaning of all applicable stock exchange rules and (iv) is not subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company; provided, however, that clause (iii) shall not apply to the Chief Executive Officer and, if prior to the Second Annual Meeting, the Executive Chairperson.
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Qualifying Nominee means, in respect of a nominee of the Shareholder or the Company to the Board or a committee thereof, as applicable, a Person who (a) complies with the Company’s corporate governance guidelines and policies and applicable Company policies (including but not limited to the Company’s code of business conduct and ethics and xxxxxxx xxxxxxx policy) and applicable corporate governance guidelines that are recommended by Glass, Lewis & Co. or Institutional Shareholder Services Inc. and applied on an equal basis to all independent directors, (b) complies with the applicable stock exchange rules and applicable Law with respect to service as a director of the Company, (c) is not subject to any Order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company and (d) is independent within the meaning of applicable stock exchange rules; provided such requirement is applied on an equal basis to all independent directors of the Board (such determination to be made by the Board in good faith following the Shareholder requesting such determination as to its nominee).
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Examples of Qualifying Nominee in a sentence

  • If the Chief Executive Officer shall cease for any reason to serve as Chief Executive Officer and Director (including by death, disability, retirement, resignation or removal), the resulting vacancy created on the Board shall be filled by the successor Chief Executive Officer (which successor Director must be a Qualifying Nominee).

  • If any such Replacement is not determined by the Governance Committee to be a Qualifying Nominee, the Stockholder shall be entitled to continue designating a Replacement until such proposed designee is determined by the Governance Committee to qualify as a Qualifying Nominee.

  • In the event that NYSE expressly informs the Company that a Shareholder Nominee is not independent under applicable NYSE regulations, the Board (or applicable committee) shall be permitted to determine that such Shareholder Nominee is no longer a Qualifying Nominee or eligible to be a member of any committee of the Board where such independence is required under the NYSE regulations.

  • Contingent assets whose likelihood of a favorable outcome is rated as probable are only disclosed in an explanatory note; Contingent liabilities are provisioned when losses thereon are assessed as probable and the amounts involved may be reliably measured.

  • If the Governance Committee determines that such Replacement qualifies as a Qualifying Nominee, the Company shall promptly take all action within its control necessary to satisfy the requirements under this Article VI with respect to such Replacement (who shall serve in the same class of Directors as the Investor Nominee for which such Person serves as a Replacement), including by causing the appointment of such Replacement to the Board to fill any such vacancy.

  • If the Board (or applicable committee) determines that such Replacement qualifies as a Qualifying Nominee, the Company shall promptly take all Necessary Action within its control necessary to satisfy the requirements under this Article IV with respect to such Replacement.

  • Unless the Governance Committee determines that such Replacement is not a Qualifying Nominee, the Company shall promptly take all action within its control necessary to satisfy the requirements under this Article IV with respect to such Replacement, including by causing the appointment of such Replacement to the Board to fill any such vacancy.

  • Each Shareholder Nominee shall, at the time of nomination and at all times thereafter until such individual’s service on the Board ceases, be a Qualifying Nominee.

  • In the event that NASDAQ expressly informs the Company that an Investor Nominee is not independent under applicable NASDAQ rules, such Investor Nominee shall cease to be a Qualifying Nominee and the Governance Committee shall be permitted to determine that such Investor Nominee is no longer a Qualifying Nominee and shall be deemed to have acted in good faith in connection therewith.

  • If any such Replacement is not determined by the Board (or applicable committee) to be a Qualifying Nominee, the Shareholder shall be entitled to continue designating a Replacement until such proposed designee is determined by the Board (or applicable committee) to qualify as a Qualifying Nominee.


More Definitions of Qualifying Nominee

Qualifying Nominee means, in respect of a nominee of the Stockholder or the Company to the Board or a committee thereof, as applicable, a Person who (i) complies with the Company’s corporate governance guidelines and policies and applicable Company policies (including but not limited to the Company’s code of business conduct and ethics and insider trading policy), (ii) complies with the applicable stock exchange rules and applicable Law with respect to service as a director of a public company, (iii) is independent within the meaning of all applicable stock exchange rules and (iv) is not subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company; provided, however, that clause (iii) shall not apply to the Chief Executive Officer and, if prior to the Second Annual Meeting, the Executive Chairperson.
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Related to Qualifying Nominee

  • Qualifying Director means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

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

  • 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;

  • Qualifying Company means a qualifying company within the meaning of section 110 of the Taxes Act;

  • 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.

  • Qualifying Notes means, at any time, any securities (other than the Notes) issued directly or indirectly by the Issuer:

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • Qualified Director means a person who, at the time action is to be taken under:

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Qualifying job means a permanent full-time job that:

  • 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:

  • 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.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • 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.

  • Qualifying exigency means a situation where the eligible employee seeks leave for one or more of the following reasons:

  • Qualifying Dependent means, for Dependent Care Flexible Spending Account purposes,

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Qualifying child means an individual who:

  • 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).

  • 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

  • Qualifying position means one or more jobs with one or more participating public em-

  • 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.

  • Qualifying utility means an electric utility, as the term