Xxxxxx Designated Director definition

Xxxxxx Designated Director means any director of the Board initially identified by Xxxxxx for election or appointment to the Board who serves on the Board immediately after the Merger Effective Time in accordance with the Merger Agreement.
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Xxxxxx Designated Director. Section 2.1 "Majority Initiating Holders" Section 7.2 "Mezzanine Securities Purchase Agreement" Recitals "Non-Complying Investor" Section 10.2 "Original Closing Date" Preamble "Other Offered Securities" Section 8.1 "Participating Buyer" Section 8.1 -8-
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Examples of Xxxxxx Designated Director in a sentence

  • In the event a director shall cease to serve for any ---------- reason, then the Fund Majority Holders shall have the right to nominate a successor director; provided, however, that no director removed for Cause shall -------- ------- be renominated or reelected and provided further that if the director that so -------- ------- ceases to serve is the Xxxxxx Designated Director and following such cessation Xxxxxx X.

  • Xxxxxx continues to hold Series A Options (including, for the purposes of such calculation, any shares of Common Stock issued upon exercise thereof) owned by him immediately after the closing under the Purchase Agreement, no Xxxxxx Designated Director may be removed without the consent of Xxxxxx X.

  • Xxxxxx, except for Cause as determined in good faith by decision of all of the directors other than the Xxxxxx Designated Director.

  • During the Protected Period, each committee of the Board of Directors (including the audit committee) shall include, to the extent that any such directors are serving at such time, at least one Xxxxxx Designated Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules.

Related to Xxxxxx Designated 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;

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

  • 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

  • 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.

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

  • 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.

  • 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 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.

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

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

  • 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.

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

  • Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.

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

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

  • 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 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.

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • 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.

  • Company Director means a member of the Board.

  • 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.