Common use of Independent Person Clause in Contracts

Independent Person. A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director for a company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable law; and (b) has at least three years of employment experience with and is employed by one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of his appointment as such manager, director or officer, or at any time in the preceding five years, or during such person’s tenure shall not be: (i) an employee, director, shareholder, manager, partner or officer of CLI or an Affiliate thereof (other than such person’s service as an independent director or manager of CLI or an Affiliate thereof); (ii) a customer or supplier of CLI or an Affiliate thereof; (iii) a beneficial owner at the time of such individual’s appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than 2% of the voting securities of CLI or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of CLI or an Affiliate thereof; (v) a party to any significant personal service contracts with CLI or an Affiliate thereof; or (vi) a member of the immediate family of a person described in (i) or (ii) above and provided further that an Independent Person may serve in a similar capacity for other special purpose entities formed by CLI or its Affiliates; provided however, a person elected by Global Securitization Services, LLC or any other similar professional service provider shall be an “Independent Person” regardless of whether such person is, or is affiliated with or related to, a customer or supplier of CLI. No resignation or removal of an Independent Person shall be effective until a successor Independent Person has been elected to replace such Independent Person.

Appears in 3 contracts

Samples: Credit Agreement (Seacastle Inc.), Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (SeaCube Container Leasing Ltd.)

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Independent Person. A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director for a company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable law; and (b) has at least three years of employment experience with and is employed by one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of his appointment as such manager, director or officer, or at any time in the preceding five years, or during such person’s tenure shall not be: (i) an employee, director, shareholder, manager, partner or officer of CLI Carlisle or an Affiliate thereof (other than such person’s service as an independent director or manager of CLI Carlisle or an Affiliate thereof); (ii) a customer or supplier of CLI Carlisle or an Affiliate thereof; (iii) a beneficial owner at the time of such individual’s appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than 2% of the voting securities of CLI Carlisle or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of CLI Carlisle or an Affiliate thereof; (v) a party to any significant personal service contracts with CLI Carlisle or an Affiliate thereof; or (vi) a member of the immediate family of a person described in (i) or (ii) above and provided further that an Independent Person may serve in a similar capacity for other special purpose entities formed by CLI Carlisle or its Affiliates; provided however, a person elected by Global Securitization Services, LLC or any other similar professional service provider shall be an “Independent Person” regardless of whether such person is, or is affiliated with or related to, a customer or supplier of CLICarlisle. No resignation or removal of an Independent Person shall be effective until a successor Independent Person has been elected to replace such Independent Person.

Appears in 1 contract

Samples: Credit Agreement (SeaCube Container Leasing Ltd.)

Independent Person. A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director for a company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable law; and (b) has at least three years of employment experience with and is employed by one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of his appointment as such manager, director or officer, or at any time in the preceding five years, or during such person’s tenure shall not be: (i) an employee, director, shareholder, manager, partner or officer of CLI CAI or an Affiliate thereof (other than such person’s service as an independent director or manager of CLI CAI or an Affiliate thereof); (ii) a customer or supplier of CLI CAI or an Affiliate thereof; (iii) a beneficial owner at the time of such individual’s appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than 2% of the voting securities of CLI CAI or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of CLI CAI or an Affiliate thereof; (v) a party to any significant personal service contracts with CLI CAI or an Affiliate thereof; or (vi) a member of the immediate family of a person described in (i) or (ii) above and provided further that an Independent Person may serve in a similar capacity for other special purpose entities formed by CLI CAI or its Affiliates; provided however, a person elected by Global Securitization Services, LLC the Corporation Service Company or any other similar professional service provider shall be an “Independent Person” regardless of whether such person is, or is affiliated with or related to, a customer or supplier of CLICAI. No resignation or removal of an Independent Person shall be effective until a successor Independent Person has been elected to replace such Independent Person.

Appears in 1 contract

Samples: Credit Agreement (CAI International, Inc.)

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Independent Person. A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director for a company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable law; and (b) has at least three years of employment experience with and is employed by one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of his appointment as such manager, director or officer, or at any time in the preceding five years, or during such person’s tenure shall not be: (i) an employee, director, shareholder, manager, partner or officer of CLI Carlisle or an Affiliate thereof (other than such person’s service as an independent director or manager of CLI Carlisle or an Affiliate thereof); (ii) a customer or supplier of CLI Carlisle or an Affiliate thereof; (iii) a beneficial owner at the time of such individual’s appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than 2% of the voting securities of CLI Carlisle or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of CLI Carlisle or an Affiliate thereof; (v) a party to any significant personal service contracts with CLI Carlisle or an Affiliate thereof; or (vi) a member of the immediate family of a person described in (i) or (ii) above and provided further that an Independent Person may serve in a similar capacity for other special purpose entities formed by CLI Carlisle or its Affiliates; provided however, a person elected by Global Securitization Services, LLC or any other similar professional service provider shall be an “Independent Person” regardless of whether such person is, or is affiliated with or related to, a customer or supplier of CLICarlisle. No resignation or removal of an Independent Person shall be effective until a successor Independent Person has been elected to replace such Independent Person.. ING. ING Bank N.V., a Naamloze Vennootschap, and its successors and permitted assigns. Initial Lender. Each of ING Bank N.V., DVB Bank N.V. and NIBC Bank N.V.

Appears in 1 contract

Samples: Credit Agreement (Seacastle Inc.)

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