Independent Director Review Sample Clauses

Independent Director Review. The Rights Agreement final expiration date is ten years from the date of the Rights Agreement. However, a committee of the Company's Directors who are neither officers, employees or affiliates of the Company will review the Rights Plan at least every three years and, if a majority of these Directors deems it appropriate, may recommend a modification or termination of the Rights Agreement.
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Independent Director Review. Should the Expiration Date be extended by the stockholders of the Company beyond February 3, 2009, a committee of the Board of Directors of the Company comprised entirely of independent directors shall evaluate the Agreement at least once prior to the date that is three years from the date of this Agreement, and to the extent not terminated prior to such date, at least once every three years thereafter, to determine whether this Agreement continues to be in the best interests of the stockholders of the Company or, rather, if the Rights should be redeemed.
Sample 1
Independent Director Review. It is understood that the Shareholder Rights Agreement Committee of the Board (as defined below) shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interest of the Company, its stockholders and any other relevant constituencies of the Company. Such review shall take place at least every three years or sooner than that in the event that any Person shall have made a proposal to the Company or taken any such other action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Shareholder Rights Agreement Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following such review, the Shareholder Rights Agreement Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed.
Sample 1
Independent Director Review. The Rights Agreement provides that a Three-Year Independent Director Evaluation Committee (the “TIDE Committee”) of the Board of Directors will review and evaluate the Rights Agreement in order to consider whether the maintenance of the Rights Agreement continues to be in the interests of the Company and its stockholders at least once every three years. The TIDE Committee will be comprised of members of the Board of Directors who are not officers, employees or Affiliates of the Company.
Sample 1
Independent Director Review. It is understood that the Nominating and Corporate Governance Committee of the Board (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interest of the Company, its stockholders and any other relevant constituencies of the Company at least every three years or sooner than that in the event that any Person shall have made a proposal to the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Nominating and Corporate Governance Committee (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following such review, the Nominating and Corporate Governance Committee (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed.
Sample 1

Related to Independent Director Review

  • Independent Director Review of Expenses Prior to the consummation of the Initial Business Combination or the liquidation of the Trust, the Company shall cause its Board of Directors to review and approve all payments made to the Sponsor, any of the Company’s directors or executive officers, any special advisor, or any of the Company’s or their respective affiliates, with any interested directors abstaining from such review and approval.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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

  • Independent Review Each of the parties hereto has reviewed this Release with its own counsel and advisors.

  • Compensation Review The compensation of the Executive will be reviewed not less frequently than annually by the board of directors of the Company.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Audit Committee Review Prior to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made by the Company to the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.

  • Transition Committee Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14, and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

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