Spinco Director means any individual who is a current non-employee director of Spinco as of the Distribution Date.
Spinco Director means any non-employee director serving on the SpinCo Board as of and immediately following the Distribution Date, regardless of whether such non-employee director serves on the Solta Board, 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.
Spinco Director has the meaning set forth in the Governance Agreement, as amended by the Governance Agreement Assignment.
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.
More Definitions of Spinco Director
Spinco Director means any SpinCo Director who is a director of SpinCo immediately after the Distribution Time.