Outside Director Sample Clauses
An Outside Director clause defines the role and status of a board member who is not part of the company’s management team and typically has no material relationship with the company beyond their directorship. This clause outlines the qualifications required for an individual to be considered an outside director, such as independence from company operations and financial interests, and may specify their rights, responsibilities, and limitations. Its core practical function is to ensure objective oversight and unbiased decision-making on the board, thereby enhancing corporate governance and reducing potential conflicts of interest.
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Outside Director. The Outside Director shall serve until his successor is elected and qualified or until his earlier resignation or removal. The Outside Director may be removed during his term of office, with or without cause, only at the direction of (i) a majority of the Board of Directors and (ii) the holders of at least a majority in interest (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the issued and outstanding shares of Preferred Stock, Special Voting Stock and Common Stock, voting together as a single class and on an as-converted basis, or by written consent of the holders of at least a majority in interest (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust) of the issued and outstanding Preferred Stock, Special Voting Stock and Common Stock. Any vacancy in the office of the Outside Director may be filled at the direction of (i) and (ii) above in accordance with Section 2.2(e) hereto.
Outside Director. With respect to the one (1) remaining member of the Company’s Board of Directors that the Restated Certificate provides is to be elected by the holders of Common Stock and Preferred Stock, voting together as a single class and on an as-converted basis, each Investor and each Common Holder hereby agrees to vote all of such Investor’s or Common Holder’s shares of Capital Stock, now owned or hereafter acquired, in favor of the designee nominated by a majority of the Common Director, the CEO Director, the Series A Directors, the Series B Director and the Series E Director, who shall initially be ▇▇▇ ▇▇▇▇▇ (the “Outside Director”).
Outside Director. “Outside Director” means any director who is a member of the Board and is not an employee of the Company.
Outside Director. (a) Without the authorization and direction of its Outside Director (as defined below), no Borrower shall: institute proceedings for itself to be adjudicated bankrupt or insolvent; consent to the institution of a bankruptcy or insolvency proceeding against it; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; consent to the appointment of a receiver, liquidator, assignee, trustee, sequestration (or other similar official) for itself or a substantial part of its property; make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or admit in writing its ability to pay its debts generally as they become due.
(b) Without the affirmative vote of its Outside Director, no Borrower shall: for itself (i) liquidate or dissolve, in whole or in part; or (ii) amend any provisions of its certificate/articles of incorporation or by-laws containing provisions similar to those contained in this Section 6.8.
(c) Each Borrower shall, prior to or within ten (10) Business days of the Closing Date, promptly elect and at all times maintain at least one independent director (an “Outside Director”), who shall be reasonably satisfactory to the Administrative Agent and shall not have been at the time of such individual’s appointment as Outside Director, and may not have been at any time during the preceding five (5) years, a shareholder of, or an officer, director or employee of any Borrower or its shareholders, Subsidiaries or Related Parties. Borrower shall provide director’s and officer’s insurance coverage with respect to the Outside Director, which coverage shall be reasonably satisfactory to the Outside Directors.
Outside Director. “Outside Director” means a “non-employee director” of EnLink Manager, as defined in Rule 16b-3.
Outside Director. Any Director or Officer or any employee of the Company who is or was acting or will act in the capacity as a Director or Officer of an Outside Company at the Company´s specific direction and request.
Outside Director. A director serving on the Wyndham Board who is not an Inside Director and who qualifies as an "independent director" within the meaning of the New York Stock Exchange Listed Company Manual.
Outside Director. (i) each of Carbiz USA, Carbiz Auto, Carbiz LLC, Carbiz AQ shall have modified its charter documents to provide for the election of an Outside Director as required by Section 6.8 hereof and (ii) Houston Auto shall have elected an Outside Director as required by Section 6.8 hereof and such Outsider Director shall have accepted such election.
Outside Director. The Company shall, within 120 days following the Closing Date, nominate and take all reasonable actions to cause to be elected a disinterested outside Director to the Board of Directors of the Company who is not a Director on the Issue Date and who has experience in the telecommunications industry (an "Additional Outside Director"). At all times during the period commencing 120 days following the Closing Date and ending on Maturity, in the event that an Additional Outside Director (or any successor Additional Outside Director) is no longer serving as a Director, the Company shall, as promptly as practicable, nominate and take all reasonable actions to cause to be elected, a successor Additional Outside Director.
Outside Director. Section 2.1 The covenant set forth in Section 4.22 of the Indenture shall be deleted and replaced with the following: