Recused Directors definition

Recused Directors means the members of the Company Board listed on Section A.2 of the Company Disclosure Schedule.

Recused Directors means J. Xxxxx Xxxx and Xxxx X. Xxxx.

Recused Directors means the Founders having declared personal financial interest pursuant

Examples of Recused Directors in a sentence

• The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors then appointed (excluding for these purposes any Recused Director(s)) which shall be required to include the Founder for so long as he is a Director and not a Recused Director.

• Except as otherwise provided by law, by the Restated Certificate of Incorporation, or by these Bylaws, the affirmative vote of a majority of the Directors present at a meeting (excluding Recused Directors) at which a quorum is present shall be the act of the Board of Directors.

• For purposes of this Section 6.2, the Company agrees that any material breach of this Section 6.2 by any of its Representatives (acting as such) shall be deemed to be a breach of this Agreement by the Company; provided, however, that the Company shall not be responsible for any breach of this Agreement by, or caused by, the Recused Directors.

• Except as otherwise provided by law, by the Restated Certificate of Incorporation, or by these Bylaws, the affirmative vote of a majority of the Directors present at a meeting (excluding Recused Directors) at which a quorum is present shall be the act of the Board of Directors.Section 2.7 Written Consent of Directors in Lieu of a Meeting.

• A majority of the total number of Directors (excluding those who must recuse themselves by law) ("Recused Directors") shall constitute a quorum for the transaction of business, but, if there be less than a quorum at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting which shall be so adjourned.

More Definitions of Recused Directors

Recused Directors means the members of the Company Board listed on Section A of the Company Disclosure Schedule. Term Section Acquisition Proposal 6.2(c) Action 5.1(j) Affiliate 5.1(n)(iv)(A) Agreement Preamble Alternative Acquisition Agreement 6.2(d)(v) Antitrust Law 6.6(f) Applicable Date 5.1(f)(i) Bankruptcy and Equity Exception 5.1(c)(i) Benefit Plans 5.1(l)(i) Book-Entry Shares 4.1(a) Business Day 1.2 Bylaws 2.2 Change of Recommendation 6.2(d)(v) Charter 2.1 Chosen Courts 9.5(a) Closing 1.2 Closing Date 1.2 Code 4.2(h) Company Preamble Company 401(k) Plan 6.10(f) Company Board Recitals Company Disclosure Schedule 5.1 Company Option 4.3(a)(i) Company Production Breweries 5.1(h)(i) Company Recommendation 5.1(c)(iii)(B) Company Reports 5.1(f)(i) Company RSU Award 4.3(b) Company Severance Plan 6.10(a) Company Shareholder Approval 6.2(b) Company Shareholders Meeting 6.4(a) Company Termination Fee 8.2(c) Constituent Corporations Preamble Continuing Employee 6.10(a) Contract 5.1(e)(ii) D&O Insurance 6.12(c) Dissenting Shares 4.1(a) DOJ 6.6(b) DTC (i) Effective Time 1.3 Employees 5.1(l)(i) Environmental Law 5.1(q) ERISA 5.1(l)(i)

Recused Directors means Messrs V Badrinath, M Joseph, JWL Otty, M Pieters and RAW Schellekens having declared personal interest pursuant to section 75(5) of the Act and having recused themselves from participating in the evaluation and decision making of the proposed transaction;

Recused Directors means the members of the Neptune Board listed on Schedule IV.

Recused Directors means the members of the Company Board listed on Section A of the Company Disclosure Schedule. Term Section Acquisition Proposal 6.2(c) Action 5.1(j) Affiliate 5.1(n)(iv)(A) Agreement Preamble Alternative Acquisition Agreement 6.2(d)(v) Antitrust Law 6.6(f) Applicable Date 5.1(f)(i) Bankruptcy and Equity Exception 5.1(c)(i) Benefit Plans 5.1(l)(i) Book-Entry Shares 4.1(a) Business Day 1.2 Bylaws 2.2 Change of Recommendation 6.2(d)(v) Charter 2.1 Chosen Courts 9.5(a) Closing 1.2 Closing Date 1.2 Code 4.2(h) Company Preamble Company 401(k) Plan 6.10(f) Company Board Recitals Company Disclosure Schedule 5.1 Company Option 4.3(a)(i) Company Production Breweries 5.1(h)(i) Company Recommendation 5.1(c)(iii)(B) Company Reports 5.1(f)(i) Company RSU Award 4.3(b) Company Severance Plan 6.10(a) Company Shareholder Approval 6.2(b) Company Shareholders Meeting 6.4(a) Company Termination Fee 8.2(c) Constituent Corporations Preamble Continuing Employee 6.10(a) Contract 5.1(e)(ii) D&O Insurance 6.12(c) Dissenting Shares 4.1(a) DOJ 6.6(b) DTC (i) Effective Time 1.3 Employees 5.1(l)(i) Environmental Law 5.1(q) ERISA 5.1(l)(i) ERISA Affiliate 5.1(l)(v) ERISA Plan 5.1(l)(iii) Exchange Act 5.1(e)(i) Excluded Disclosure 5.1 Excluded Shares 4.1(a) First Extended Outside Date 8.1(a) FTC 6.6(b) Governmental Authority 5.1(e)(i) Hazardous Substance 5.1(q) HSR Act 5.1(e)(i) Indebtedness 5.1(n)(iv)(B) Indemnified Parties 6.12(a) Initial Outside Date 8.1(a) Insurance Policies 5.1(w) Intellectual Property Rights 5.1(t) Intervening Event 6.2(e)(ii) IRS 5.1(l)(ii) Knowledge 5.1(f) Kona Brewery 6.1(b)(viii) Laws 5.1(m)(i)(A) Leased Real Property 5.1(o)(i)(D)1 Letter of Transmittal 4.2(c)(i) Lien 5.1(o)(i)(D)2 Material Contract 5.1(n)(i) material weakness 5.1(f)(vi) Merger Recitals Merger Consideration 4.1(a) Merger Sub Preamble Order 5.1(j) Outside Date 8.1(a) Owned Real Property 5.1(o)(i)(B) Parent Preamble Parent Termination Fee 8.2(d) Parties Preamble Party Preamble Paying Agent 4.2(a) Payment Fund 4.2(b) Permits 5.1(m)(ii) Permitted Liens 5.1(o)(i)(D)3 Person 4.2(e) Preferred Shares 5.1(b)(i) Proxy Statement 6.3(a) Real Property 5.1(o)(i)(D)4 Real Property Leases 5.1(o)(i)(D)5 Registered Intellectual Property 5.1(t) Representatives 6.2(a) Requisite Company Vote 5.1(c)(i) Schedule 13e-3 6.3(b) SEC 5.1(f)(i) Second Extended Outside Date 8.1(a) Securities Act 5.1(e)(i) Share Certificate 4.1(a) Shares 4.1(a) significant deficiency 5.1(f)(vi) Special Committee Recitals Specific Business 5....

Recused Directors means Messrs P Klotz, JWL Otty and S Sood and Mesdames AM O’Leary and LS Wood