INITIAL INDEPENDENT DIRECTORS Sample Clauses

INITIAL INDEPENDENT DIRECTORS. (a) The Management Directors and the Investor Directors shall use all reasonable commercial efforts in good faith to select the two initial Independent Directors as soon as practicable after the Date of Issuance in accordance with the following procedure. During the period beginning on the Date of Issuance and ending on the earlier of the six month anniversary of the Date of Issuance or the consummation of an IPO by the Company (the "Selection Period"), the Management Directors shall use their best efforts to identify individuals who are qualified and willing to serve as Independent Directors (each a "Candidate"). Upon identification of each Candidate during the Selection Period, the Management Directors shall, by written notice, submit such Candidate to the Investor Directors for their approval. If the Investor Directors approve any Candidate so submitted, then such Candidate will be deemed to be nominated within the meaning of Subsection 5.1(c) hereof and all required action shall then be taken to elect such nominee to the Board of Directors. The Investor Directors may disapprove of any Candidate on the basis of reasonably specific reasons why such Candidate would not be qualified or otherwise suitable to serve as an Independent Director ("Good Reason") articulated in writing to the Management Directors. In addition, the Investor Directors may disapprove of up to two (2) Candidates in their discretion for any reason whatsoever without any requirement to specify the grounds for such disapproval. If the Investor Directors neither approve nor disapprove of any such Candidate within thirty (30) days after receipt of the Management Directors' notice, then the Investor Directors shall be deemed to have approved such Candidate.
Sample 1
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INITIAL INDEPENDENT DIRECTORS. The Company and the Investor shall use commercially reasonable efforts to as promptly as practicable jointly identify two designees (the “Initial Independent Designees”) each of whom would satisfy the requirements set forth in the definition of “Independent Director” in the Investment Rights Agreement (taking into account any amendments to any such qualifications contemplated by this Agreement) (the “Independent Director Qualification Requirements”). The Company shall, promptly following identification of any Initial Independent Designee, cause the Nominating and Corporate Governance Committee of the Board to confirm that such Initial Independent Designee satisfies all of the Independent Director Qualification Requirements and shall notify the Investor promptly upon any determination by such committee with respect to such Initial Independent Designee. In the event the Nominating and Corporate Governance Committee does not conclude that any such Initial Independent Designee satisfies all such standards, the Company and the Investor shall use use commercially reasonable efforts to as promptly as practicable jointly identify a replacement designee (such replacement designee shall be deemed to constitute an Initial Independent Designee in lieu of such prior designee). The Company shall use commercially reasonable efforts to cause the Initial Independent Designees confirmed by the Nominating and Corporate Governance Committee of the Board to be elected to the Board as of the Closing in accordance with the terms of the Investor Rights Agreement (as if such agreement was in effect as of the date hereof).
Sample 1

Related to INITIAL INDEPENDENT DIRECTORS

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

  • 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.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • 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.

  • 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.

  • 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.

  • Board/Committee Resignation Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.

  • Project Director The individual designated by the juvenile board or Chief Administrative Officer, who is to be responsible for the administration and coordination of grant funds in accordance with this Contract ,, the general grant requirements, and applicable Targeted Grant requirements.

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