Board Independence Sample Clauses

Board Independence. The Board shall be comprised of at least a majority of independent directors who meet the criteria for independence as required by the New York Stock Exchange (“NYSE”) and the U.S. Securities and Exchange Commission (“SEC”). A director qualifies as “independent” if the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or its subsidiaries). The Company shall publicly disclose these determinations in its annual proxy statement. Independent directors shall inform the Board when there are any changes in their circumstances or relationships that are reasonably likely to affect their independence, including all business relationships between a director and the Company, its affiliates or members of management.
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Board Independence. The Board will determine whether each member of the Audit Committee of the Board (the “Audit Committee”) is independent. In order to determine whether a manager qualifies as “independent,” the Board will consider all relevant facts and circumstances and will apply the standards set forth in Section 303A.02 of the NYSE Listed Company Manual.
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Board Independence. 1. At least a majority of the Board of Directors of JDN shall be "Independent Directors," as defined below.
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Board Independence. The Merger Agreement will be amended by adding a provision to the form of By-laws of Holdings requiring that a majority of the entire Board of Directors be Qualifying Directors and that at least fifty percent (50%) of each of the audit committee, compensation committee and any "special transaction committee" hereafter established by the Board be comprised of Qualifying Directors. For these purposes, a director will be considered a "Qualifying Director" if such director meets the requirements of a Qualifying Director attached hereto as Exhibit A, and a "special transaction committee" shall mean a committee of the Board that is established for the purpose of evaluating a change of control transaction proposal received by Holdings (it being understood that the Board shall be responsible for determining whether a special transaction committee should be established in any given instance). The By-law provisions implementing the foregoing may be amended by either (i) the approval of the Board of Holdings (including the unanimous approval of the Qualifying Directors then serving on the Board of Directors of Holdings) or (ii) the approval of the holders of a majority of the outstanding Class A common stock (other than shares held by the Malones), provided that no such amendment by the Board pursuant to the preceding clause (i) may be made prior to the third anniversary of the Mergers.
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Board Independence. Following regulatory convention, the board-independence dummy is an indicator variable that equals one if a majority of the directors are classified as independent, and zero otherwise.21 We compare and contrast two classifications of director independence, which we refer to as the conventional measure and the new measure. Under the conventional measure (as specified by the IRRC), a director is classified as independent if he or she is not a current or former employee of the firm (or of a subsidiary of the firm), a relative of an executive officer, a customer of or a supplier to the company, a provider of professional services, a recipient of charitable funds, a designee under a documented agreement by a significant shareholder or group, or interlocked with an executive of the firm.22 An interlocking directorate, also known as board cooptation, is a situation in which an executive of firm X is a director at firm Y at the same time that an executive of firm Y is a director at firm X. The list of independence criteria also includes a catchall phrase for any other type of affiliation that poses a potential conflict of interest, because there are a myriad of possibilities that cannot be 20 Following Xxxxx and Xxxx (2004), we use a delta of 0.7, which approximates the median delta in the Hall and Xxxxxxx (1998) data.
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Related to Board Independence

  • Independence The Party will act in an independent capacity and not as officers or employees of the State.

  • Research Independence The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company.

  • Director Independence Each of the independent directors (or independent director nominees, once appointed, if applicable) named in the Registration Statement and Prospectus satisfies the independence standards established by the Exchange and, with respect to members of the Company’s audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1) promulgated by the Commission under the Exchange Act.

  • DURATION AND INDEPENDENCE 12.1 This Agreement shall remain in full force and effect until complete satisfaction of the Obligations. The Pledge shall not cease to exist, if the Grantors under the Credit Documents have only temporarily discharged the Obligations.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Compliance Committee (1) Within thirty (30) days of the date of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's adherence to the provisions of this Agreement.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

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