Independence Requirements Sample Clauses

Independence Requirements. In the event that, at any point in time, the Board does not meet the standards for the majority independence requirements of any national securities exchange on which the Class P Shares are then listed for trading, then the Company shall operate under an applicable controlled company exemption to such requirement, if available. In the event that such exemption is not available to the Company, then the Governance/Nominating Committee shall choose for nomination a number of additional directors that meet the Independence Requirements that would cause the Board to meet the standards for the applicable majority independence requirements and the number of directors shall be increased by the number of such additional director nominees chosen by the Governance/Nominating Committee.

Independence Requirements. The Committee has adopted a policy of maintaining a completely independent Committee. For the purpose of carrying out such policy, a Committee member will NOT be considered independent if such person:  is or was within the past three years an employee of the Company or a family member of the person is or was during the past three years an executive officer of the Company;  or a family member of that person received more than $120,000 in compensation from the Company during any 12-month period in the past three years (other than compensation for Board or committee services; benefits under a tax qualified retirement plan or non- discretionary compensation; compensation paid to a family member who is an employee of the Company, other than an executive officer; or compensation for service as an interim executive officer if that service was for less than one year);  or a family member of that person is a partner of the Company’s auditor firm;  or a family member of that person was a partner or employed by the Company’s auditor firm, and who worked on the Company’s audit at any time within the past three years;  or a family member of that person is an executive officer of another entity of which during the past three years the executive officers of that company served on the compensation committee of that entity;  is or has a family member who is a current partner or controlling member/shareholder or executive officer of any organization to which the Company made, or from which the Company received, payments from for property or services in an amount (in the current fiscal year or any one of the past three fiscal years), that exceeds the greater of (i) 5% of the recipient’s consolidated gross revenues of that year, or (ii) $200,000. This calculation excludes payments arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs;  is an executive officer of a charitable organization and the Company’s annual charitable contributions to the organization (exclusive of gift-matching payments) exceed the greater of $200,000 or 5% of the charitable organizations revenues;  is a partner of or of counsel to a law firm that performs substantial legal services to the Company on a regular basis; or  is a partner, officer or employee of an investment bank or consulting firm that performs substantial services to the Company on a regular basis.

Independence Requirements. The Company, Bristol, Kxxxxxx and the Prairie Members shall, and Bristol and Kxxxxxx shall cause the other Bristol Parties to, use reasonable best efforts, including taking all Necessary Action, to cause the Board to satisfy, in the determination of the Board, the applicable independence requirements, rules or tests of any national securities exchange on which the Common Stock is then listed in a manner that preserves the relative designation rights contemplated under this Article II.

Independence Requirements. The stockholders agreement provides that at all times a majority of the directors on Stillwater’s Board must meet certain independence requirements. No director may be an officer, employee or director of Norilsk Nickel, Norimet or any of our affiliates. A majority of directors on the board must: (i) meet the requirements set forth in Sections 303.01(B)(2)(a) and (B)(3) of the listing requirements of the New York Stock Exchange, as may be amended from time to time, (ii) meet such other requirements regarding the independence of directors as may be applicable to Stillwater pursuant to applicable law or the rules of the New York Stock Exchange, and (iii) become directors subject to an affirmative determination by Stillwater’s “independent directors” (as defined below) that he or she has no prior material relationship with Stillwater (other than as a director) or Norimet, Norilsk Nickel or any of our affiliates (including either directly or as a partner, shareholder or officer of an organization that has a material relationship with Stillwater or Norimet, Norilsk Nickel or any or our affiliates).

Independence Requirements. The Chief Executive Officer of the Corporation and Deputy Chief Executive Officer may be members of the Board of Directors. All members of the Board of Directors, other than the Chief Executive Officer and the Deputy Chief Executive Officer, shall satisfy the independence requirements for directors of the Corporation, as modified and amended by the Board of Directors from time to time. The Chief Executive Officer and Deputy Chief Executive Officer shall be recused from deliberations of the Board of Directors, whether it is acting as the Board of Directors or as a committee of the Board of Directors, with respect to activities of any committee of the Board of Directors that is required to be comprised solely of directors that satisfy the independence requirements of the Corporation, as modified and amended by the Board of Directors from time to time.