Terminated Director definition

Terminated Director means any Director (a) who was terminated for individual grounds in accordance with Chapter 7, Section 2 of the Finnish Employment Contracts Act or (b) dismissed without notice due to Director’s willful acts which seriously hurt the interests of the Company or its Subsidiaries, or (c) who gives a termination notice due to a reason not attributable to a material breach by the Company or such Subsidiary of any employment agreement between such Director and the Company or such Subsidiary.
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Terminated Director has the meaning provided in Section 4.7(b).
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Terminated Director has the meaning set forth in Section 7.01(b).
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Examples of Terminated Director in a sentence

  • In the event that, pursuant to Section 4.2, a Terminated Director has not been replaced in accordance with the provisions set out Section 4.2, in the event that a Directors meeting has been called, yet quorum cannot be achieved on account of the Terminated Director not having been replaced, any business otherwise to be transacted at a Directors meeting shall be delayed for a period of forty-eight (48) hours, at which point a Directors meeting shall be again convened (the “Rescheduled Directors Meeting”).

  • Any vacancy shall be filled by the Member which appointed the Terminated Director by written notice to the other Member and the remaining Directors and Officers.

  • A Terminated Director who resigns from, is removed from or otherwise ceases to be a member of the Board and otherwise complies with the provisions of this Section 5 shall no longer be deemed to be a party to this Agreement.

  • Immediately upon the election or appointment (as the case may be) of an individual to replace or succeed any Terminated Director, such individual shall execute and deliver to the Company and the remaining parties hereto an agreement (in the form of Exhibit B annexed hereto) agreeing to be bound by each of the terms of this Agreement, and from and after the execution and delivery of such agreement, such individual shall be deemed to be a party to this Agreement.

  • Upon a change in any Director, the Members shall cause Exhibit C to be revised to remove the name of the Terminated Director and add the name of the newly appointed Director.

  • Each Option granted hereunder and each other stock option and stock appreciation right, held by any Non-Employee Director as of the date of a Change in Control or any Terminated Director as of the date of a Change of Board, if earlier, shall remain exercisable until the earlier of (a) the original expiration date of such option or stock appreciation right or (b) the 3rd anniversary of the date of such Non-Employee Director’s or Terminated Director’s termination of service.

Related to Terminated Director

  • 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:

  • 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;

  • 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.

  • Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • 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.

  • 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.

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

  • 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

  • Qualified Director means a person who, at the time action is to be taken under:

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • 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.

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

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • 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.

  • 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.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

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

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

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