Viacom Directors definition

Viacom Directors means the ten (10) directors of the Corporation serving as the Board of Directors of the Corporation immediately prior to the Effective Time (including the Specified Independent Directors).
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Examples of Viacom Directors in a sentence

  • At the Effective Time, ten (10) directors shall be Viacom Directors and eight (8) directors shall be CBS Directors.

  • The Vice Chancellor also determined that Viacom’s method for deriving the exchange ratio was not material because the Viacom Directors did not specifically represent that the price offered was fair.

  • The Vice Chancellor concluded that the complaint failed to allege how the restatement of operating cash flows rose to the level of a material misstatement so as to constitute a disclosure violation.28 Therefore, Pfeffer did not allege any factual basis for her claim that the Viacom Directors knew or should have known that Blockbuster’s operating cash flow statements were materially misleading.

  • Pfeffer’s Claim that the Viacom Directors and NAI Breached their Duty of Loyalty is Legally Deficient.

  • Pfeffer claims that the Viacom Directors designed the transaction to benefit Redstone and NAI.

  • Pfeffer’s allegation that Redstone would have then told the other Viacom Directors similarly failed to impress the Vice Chancellor.

  • Relying upon a cash flow analysis proposed by a Blockbuster treasury employee seven months before the Special Dividend and the Exchange Offer occurred, Pfeffer claims that the Viacom Directors knew or should have known that Blockbuster faced operational cash flow problems before the Exchange Offer.

  • Fourth, Pfeffer argues that the Vice Chancellor erred by finding the composition of the Viacom special committee who structured the divestiture to be immaterial.The Viacom Directors respond that, even if there were misstatements or omissions, they were not material.

  • The assertion that the Viacom Directors knew of the cash flow analysis because Antioco would have told Redstone could not be more conclusory.

  • We conclude that the Vice Chancellor’s reasoning is correct.B. Pfeffer Failed to Sufficiently Plead that Blockbuster’s Cash Flow Analysis was Reasonably Available to the Viacom Directors.

Related to Viacom Directors

  • 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.

  • Executive Directors means a person appointed as director directly accountable to the municipal manager.

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

  • Non-Executive Directors means the Directors who are not in whole time employment of the Company.

  • Directors means the directors for the time being of the Company.

  • Executive Committee means a group of directors elected or appointed to act on behalf of, and within the powers granted to them by, the Commission.

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • Program Director means an individual who has complete responsibility for the day to day function of the program. The Program Director is the highest level of decision making at a local, program level.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

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

  • Medical Executive Committee or “MEC” means the Executive Committee of the Medical Staff.

  • Continuity Directors means (A) those members of the Board who were directors on the date hereof and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Ceridian) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing directors who either were directors on the date hereof or were previously so elected or appointed; or

  • Company Board of Directors means the board of directors of the Company.

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • External Directors means as defined in the Companies Law.

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

  • 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

  • Board of Directors means the board of directors of the Company.

  • Sub-Committee means a committee of a committee created by the board.

  • Medical Board means the board of physicians as provided by this chapter.

  • Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.

  • Supervisory Board means the Supervisory Board of the Company.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • Technical Committee means the body established in accordance with article VII;

  • College board means the state board for community and