Recused Director definition

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

Examples of Recused Director in a sentence

  • 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 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.

  • Accordingly, the Company Board (except the Recused Director) recommends that any individual Grindrod Shareholder or FSA Holder who may require advice in the context of his specific investment portfolio should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

  • The IFA Letter sets out, inter alia, the IFA’s advice and recommendations to the Company Board (except the Recused Director) in respect of the Offer and the Award Election Opportunity.Grindrod Shareholders and FSA Holders should read and consider carefully the key considerations relied upon by the IFA in arriving at its advice to the Company Board (except the Recused Director), in conjunction with, and in the context of, the full text of the IFA Letter.

  • 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 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 Grindrod Shareholders ACCEPT the Offer.The Company Board (except the Recused Director), having considered carefully as at the Latest Practicable Date, the terms of the Award Election Opportunity and the advice given by the IFA, concurs with the advice given by the IFA in respect of the Award Election Opportunity.

  • 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.

  • Nevertheless, the Recused Director must however, still assume responsibility for the accuracy of facts stated and opinions expressed in documents and advertisements issued by, or on behalf of, the Company, to Grindrod Shareholders in connection with the Offer.

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 that person 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 pursuant to the Company’s Certificate of Incorporation.

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

  • Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.

  • 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 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.

  • 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, 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.

  • Associate Director means the associate director of the