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:
Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.
Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.
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;
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.
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.
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
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.
Board Designee means an employee of the Board who has been given authority by the Board to carry out a function for the Board (e.g., the Clerk, Assistant Clerk of the Board, or hearing officer).
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.
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:
Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;
Company Director means a member of the Board.
Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):
Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.
Series A Director means any director of the Company that the holders of record of the Series A Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.
Nominated Athlete means an Athlete who has been nominated to the NZOC by Swimming New Zealand.
Independent Fund Director means an independent director of an investment company advised by Invesco.
Preferred Directors means, collectively, the Series A Directors and the Series B Director.
Statewide popular election means a general election in which votes are cast for
Qualifying Director means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
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.
Nomination Criteria means the criteria made up of the Over-Riding Nomination Criteria andthe Specific Nomination Factors, and is also referred to as “this Criteria”.
Division Director means the Director of the Division of Family Services within the Department.
Over-Riding Nomination Criteria means the criteria set out in clause 4.2.