Unaffiliated Shareholder Directors definition

Unaffiliated Shareholder Directors shall have the meaning set forth in Section 3.1(c)(i).
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Unaffiliated Shareholder Directors means any member of the Board who is not (i) a CD&R Investor Director or (ii) the Chief Executive Officer of the Company.
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Examples of Unaffiliated Shareholder Directors in a sentence

  • As long as stockholders unaffiliated with CD&R held at least 5% of the outstanding voting power, the Stockholders Agreement required that there be at least two Unaffiliated Shareholder Directors on the Board and that every committee contain at least one Unaffiliated Shareholder Director.

  • The Board may fill vacancies in existing or new director positions in accordance with the Stockholders Agreement, if then in effect, and, to the extent that such positions must be filled by directors other than Unaffiliated Shareholder Directors or CD&R Investor Directors (each as defined in the Stockholders Agreement), based on the recommendation of the Nominating and Corporate Governance Committee.

  • As long as stockholders unaffiliated with CD&R held at least 5% of the outstanding voting power, then the Stockholders Agreement required that there be two Unaffiliated Shareholder Directors on the Board.

  • In accordance with the resolution passed at the Annual General Meeting held on 30th July, 2011 the shareholders approved the payment of commission not exceeding 1% of the net profits of the Company to Non-Executive Directors.

  • See id.CD&R’s contractual obligations to keep the Unaffiliated Shareholder Directors onthe Board and, once CD&R’s ownership stake CD&R’s ownership fell below 50%, its obligation to support the candidates nominated by the Board limited CD&R’s ability toretaliate against non-Investor Directors by voting against their re-election or measures that would affect their compensation.

  • Therefore, three component functionsform the shared output (y1, y2, y3).F 1x2, x3, F 2x3, x1, F 3x1, x2 Uniformity In order to fulfill the above-given statement that “having access to t < n does not reveal any information about x”, the shares need to follow a ⊕uniform distribution.

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  • Any nominee for director (other than CD&R Investor Nominees and nominees to be Unaffiliated Shareholder Directors) who, in an uncontested election, receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following certification of the stockholder vote, submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee.

  • Identify and evaluate the suitability of potential director nominees other than(x) the CD&R Investor Nominees and (y) the nominees to be Unaffiliated Shareholder Directors.

  • The Board may fill vacancies in existing or new director positions in accordance with the Stockholders Agreement, if then in effect, and, to the extent that such positions must be filled by directors other than Unaffiliated Shareholder Directors or Investor Directors (as defined in the Stockholders Agreement), based on the recommendation of the Nominating and Corporate Governance Committee.

Related to Unaffiliated Shareholder Directors

  • Investor Directors has the meaning set forth in Section 2(a).

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Investor Director means a member of the Board who was elected to the Board as an Investor Director Designee.

  • New Directors means any director whose election by the Board or whose 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 were Present Directors or New Directors.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Common Stockholders means holders of shares of Common Stock.

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

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Common Shareholders means the holders of the Common Shares.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Ordinary Shareholder means a holder of ordinary shares;

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Company Stockholders means the holders of shares of Company Capital Stock.