Examples of Reuters Director in a sentence
For so long as (i) Reuters beneficially owns shares of Instinet's stock having at least 10% but less than the Lower Percentage of the Total Voting Power of Instinet and (ii) there is at least one Reuters Director, any such Reuters Director shall be permitted to observe the proceedings of (but shall not be a member of) any committee of the Board of Directors.
If a vacancy occurs or exists on the Board of Directors at any time, including but not limited to a vacancy because of the death, disability, retirement, resignation or removal of any director for cause or otherwise, and the vacant position was held by a Reuters Director, then Reuters (in accordance with the previous sentence) shall have the sole right to nominate an individual to fill such vacancy.
So long as the board of directors delegates compensation issues to a compensation committee or other entity dealing with compensation issues, Reuters shall have the right to have a Reuters Director on such committee, until such time as Reuters no longer has the right to nominate to any directors to the board of directors pursuant to section 3.4 of the bylaws.
Notwithstanding the foregoing, prior to the nomination of any person as a Reuters Director, such person shall be approved by the Chief Executive Officer of Reuters and by the Chief Executive Officer of the Company.
In the event that any such Affiliated Reuters Director fails to deliver his or her resignation as required pursuant to this Section 2.3(c), Instinet shall be entitled to take all necessary and appropriate action to cause such Affiliated Reuters Director to be removed and Reuters shall cooperate fully therewith.
If such resignation(s) is requested by vote of a majority of the members of the Board of Directors (other than Affiliated Reuters Directors), each Affiliated Reuters Director who offered such resignation and whose resignation is so requested shall immediately tender such resignation as provided in the certificate of incorporation and bylaws of Instinet.
Unless the Members otherwise consent in writing, a quorum shall exist at any directors’ meeting if at least one Reuters Director and at least one CME Director are present or represented by an alternate.
At least five (5) days written notice shall be given to each Board member (and any part with rights under clause 4.3) of any Board meeting unless at least one Reuters Director (or his alternate) and at least one Aether Director (or his alternate) approve a shorter notice period.
Each Reuters Director is irrevocably authorised by the Company to disclose to Reuters (or its Ultimate Parent Company or any of its Affiliates), and each CME Director is irrevocably Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
Reuters shall, prior to the appointment of any Reuters Director (and, to the extent practicable, any alternate director), give CME a reasonable opportunity to express any concern as to such person’s suitability, and take into account such concerns, to the extent reasonable in determining whether to make such appointment.