Defined Term. For purposes of this Agreement, the term “Stockholder Designee” shall mean an individual that is (i) designated by holders of a majority of the shares of Common Stock held by all Stockholders and Other Stockholders and (ii) is reasonably determined by a majority of the Board (not including any Stockholder Designee and any other member of the Board that is an Affiliate of any Stockholder or Other Stockholder) (the “Independent Directors”) to be “independent” under applicable securities laws and applicable stock exchange rules and regulations (or, if the Common Stock is not listed on a stock exchange, any rules or regulations of any market on which the Common Stock is listed or traded).
Appears in 4 contracts
Samples: Voting and Standstill Agreement (NMS Communications Corp), Voting and Standstill Agreement (NMS Communications Corp), Voting and Standstill Agreement (NMS Communications Corp)
