Spinco Director definition

Spinco Director means any individual who is a current non-employee director of Spinco as of the Distribution Date.
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Spinco Director means any non-employee director serving on the SpinCo Board as of and immediately following the Distribution Date, provided that such non-employee director does not also serve on the Parent Board as of and immediately following the Distribution Date. For the avoidance of doubt, any non-employee director who serves on both the Parent Board and the SpinCo Board as of the Separation Time, but ceases to serve on the Parent Board as of the Distribution Date shall constitute a SpinCo Director for purposes of this Agreement.
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Spinco Director has the meaning set forth in the Governance Agreement, as amended by the Governance Agreement Assignment.
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Examples of Spinco Director in a sentence

  • Except (x) as otherwise required by law or (y) with respect to voting on any matter that is an Expedia Board Voting Determination (as defined below) or a Spinco Director Determination (as defined below), each director (regardless of whether such director is a Series B Director, a Common Stock Director or a Preferred Stock Director) shall be entitled to one (1) vote on each matter considered by the Board of Directors.

  • The taking of any board action relating to an Expedia Board Voting Determination or a Spinco Director Determination shall be subject to the requirements set forth in the Certificate of Incorporation, which are incorporated by reference herein as if fully set forth herein.

Related to Spinco 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

  • Director means a member of the Board.

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

  • Company Director means a member of the Board.

  • 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.

  • Associate Director means the associate director of the

  • Managing Employee means a general manager, business manager, administrator, director, or other individual who exercises operational or managerial control over, or who directly or indirectly conducts the day-to-day operation of an institution, organization, agency or business entity;

  • 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.

  • 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;

  • Employee means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

  • Board Member means a member of the Board.

  • Inside Director means a Director who is an Employee.

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

  • Named Executive Officer or “NEO” means each of the following individuals:

  • Funeral director means any person engaged in the practice of funeral directing.

  • Term Employee means an employee hired for a specific term of employment. The term of employment may be based on a specific period of time or the completion of a specific job or until the occurrence of a specified event.

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

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

  • Male employee means an employed male who is caring for a child borne of his spouse or a child placed with the employee for adoption purposes.

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Service employee, means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor and such persons.

  • Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.

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

  • State Director means the chief administrative officer of the State water pollution control agency, or the authorized representative of the State Director.

  • Outside Director means a Director who is not an Employee.

  • Gaming employee means any person