Examples of Target Directors in a sentence
Johnson & Mary Siegel, Corporate Mergers: Redefining the Role of Target Directors, 136 U.
The Company shall calculate the number of Company Shares to be issued to each of the Target Directors based on the formula described in item (i) below (any fraction less than one (1) share shall be rounded down), and the amount of money to be paid to each of the Target Directors based on the formula described in item (ii) below.
No Target Director shall be entitled to any remuneration for serving in such capacity except for: (a) reimbursement of reasonable out-of-pocket expenses in connection with the performance of his or her duties as Target Director, (b) if such Target Director is otherwise an employee of or consultant to the Target, remuneration received in such capacity, (c) payment of customary director fees to independent Target Directors or (d) any benefit under any Employee Incentive Program.
Xxxx and Xxxxxx Xxxxxxx (each of whom are nominees of the Bidder) are appointed as Target Directors as casual vacancies.
The Restricted Stock-Based Remuneration System for Target Directors is a system wherein, pursuant to the resolution of the Company’s Board of Directors, the monetary remuneration claims are granted to the Target Directors every fiscal year as remuneration relating to restricted stock, and each of the Target Directors shall receive an allotment of the Company Shares upon payment by way of a contribution in kind of all of their monetary remuneration claims.
Shares and monetary payments will be provided through the executive compensation BIP (Board Incentive Plan) trust of Mitsubishi UFJ Trust and Banking Corporation.With justifiable reason, when it is not possible to establish the trust, amend the trust agreement, make additional contribution to the Trust, or when Target Directors & Officers are non-resident of Japan, or with any other justifiable reason, that delivery of the Company’s Shares, etc.
The Shareholders and the Company agree that the Japan Management may not be removed, and the Investors shall direct their respective designated Target Directors to not remove any member of the Japan Management, except for at the direction of JNKI or pursuant to the then-effective employment agreement of such member of the Japan Management.
All Target Directors shall have the right to request copies of minutes of the Target Board.
The Company shall vote its shares in Target at any shareholder meeting of the target called for the purpose of electing Target Directors or in any written consent or resolution of shareholders of the Target executed for such purpose in favor of the election of each individual designated pursuant to Section 3.2(a) or Section 3.3(b), and shall take all other actions reasonably necessary or required to ensure that the composition of the Target Board is as set forth in Section 3.2(a).
The specific time of the grant and payment to each of the Target Directors and the specific allocation among them are determined by the Company’s Board of Directors after deliberations at the Executive Compensation Committee, majority of the members of which are Outside Directors.