Recused Director definition

Recused Director means any Director determined to be a Recused Director in accordance with Article 121.
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Recused Director means the director of the Company who recused himself from vote of the Company Board approving this Agreement and the Offer.
Sample 1

Examples of Recused Director in a sentence

  • Based on the IFA’s assessment of the financial terms of the Offer and the Award Election Opportunity, the IFA has advised the Company Board (except the Recused Director) in respect of the Offer and the Award Election Opportunity as set out in Sections 10.2 and 11 of the IFA Letter and reproduced in italics below.

  • In its letter dated 7 October 2022, the SIC has ruled that Mr Paul Charles Over, the Recused Director, is exempted from the requirement to make a recommendation on the Offer on the grounds that he was nominated to the Company Board by TMI and is acting in concert with the Offeror and therefore, will face a conflict of interest in relation to the Offer that would render it inappropriate for him to join the remainder of the Company Board in making such recommendation.

  • Under Rule25.2 of the Singapore Code, the Company Board (except the Recused Director) must state the assumptions upon which they have based their profit forecasts.

  • Because the Default providers are the largest, you would expect economies of scale and therefore lower total management fees.• Greater range of investment options.

  • Tripura5NANA TOTAL 4194 6346 4843 3.1.9.1 Incidence of HIV/ AIDS in Project Area During the survey in four project states, an attempt has been made to find out the existing scenario of certain incurable diseases like HIV/ AIDS.

  • Encourage the client to involve a trusted advisor (other than the lawyer) in the process.

  • The Company Board (except the Recused Director), having considered carefully as at the Latest Practicable Date among other factors, the terms of the Offer, the advice given by the IFA and the opinion provided by the Offeree FA, concurs with the advice given by the IFA in respect of the Offer.

  • In making their recommendation, the Company Board (except the Recused Director) has not had regard to the specific objectives, financial situation, tax status, risk profiles or unique needs and constraints of any individual Grindrod Shareholder or FSA Holder.

  • Accordingly, the Company Board (except the Recused Director) recommends that FSA Holders ACCEPT the Award Election Opportunity.GRINDROD SHAREHOLDERS AND FSA HOLDERS ARE ADVISED TO READ THE IFA LETTER SET OUT IN EXHIBIT 6 OF THIS ANNEX.

  • Holders of any outstanding award of Company Forfeitable Shares (“FSA Holders”) should consider carefully the recommendation of the Company Board (except the Recused Director) and the advice of the IFA before deciding whether to accept or reject the Award Election Opportunity.The IFA’s advice is set out in its letter dated 28 October 2022 (the “IFA Letter”), which is set out in Exhibit 6 of this Annex.

Related to Recused Director

  • 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:

  • 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;

  • 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

  • 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;

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • 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.

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

  • Company Director means a member of the Board.

  • Unaffiliated Director means, for purposes of this Code, a director or honorary director of the Fund who is not a director, officer or employee of the Adviser or an affiliate thereof.

  • 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.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

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

  • Deputy Director means the Deputy Director of the Authority, as the case may be.

  • 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.

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

  • 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;

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

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

  • 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.

  • Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

  • Inside Director means a Director who is an Employee.

  • 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.

  • Continuing Director means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

  • Associate Director means the associate director of the