Outside Directors. Any director who is not and has not been an officer of the Company (an Outside Director) shall not be nominated for re-election as a director at the next annual meeting following either (i) fifteen years service as a director or (ii) the director's seventieth birthday. At the time an Outside Director retires from or changes the principal occupation engaged in when initially elected as a director, he or she shall notify the Nominating Committee of his or her change of position together with an indication of whether or not he or she is willing to stand for election as a director at the next annual meeting; thereafter the Nominating Committee at
Outside Directors. Unless and until all of the outstanding Capital Stock of the Company is owned by Stockholder or Stockholder no longer holds any equity of the Company, there will at all times be at least three directors on the Board of Directors who are Independent ("Outside Directors") of both the Company and Stockholder. Stockholder shall perform its obligations under this Article II by voting its Shares, and directing the directors which it is entitled to nominate by virtue of owning the Series A Preferred Stock to act, accordingly.
Outside Directors. Two representatives designated by mutual agreement of the Series B-1 Directors, Series B-2 Directors and Series B-3 Director, neither of whom shall be an employee of the Company or any of the Investors, one of who initially shall be Xxxxx Xxxxxxxx and one of which seats shall initially be vacant; and
Outside Directors. John X. Xxxxxxxx ("Xeinxxxx"), Lon X. Xxxxxxxxxxx ("Offexxxxxxx"), Robexx X. Xxxxxxx ("Xllixxx"), Jamex X. Xxxxxxx ("Withxxx") xnd S. Thomxx Xxxxxxx ("Xmerxxx") xre each members of the Board of Directors of Simula, Inc., an Arizona corporation ("Simula" or the "Company"). Leinonen, Offenbacher, Olliver, Withxxx xxx Emerxxx are hereinafter collectively referred to as the "Director Parties," and individually as a "Director Party."
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Outside Directors. The following is a list of the Outside Directors. Unless otherwise indicated, the address for each Outside Director shall be the address shown for the Outside Directors below.
Outside Directors. STOCK OPTION AGREEMENT HARRXX XXXPORATION STOCK INCENTIVE PLAN Amended as of 10/24/97 This Stock Option Agreement ("Agreement") is entered into as of the 24th day of October, 1997 between Harrxx Xxxporation (the "Corporation"), a Delaware corporation having its principal office in Melbourne, Florida, and name (the "Director"), an outside director of the Corporation.
Outside Directors. For so long as there are any shares of Preferred Stock outstanding, the Company shall use its reasonable best efforts to cause at least a majority of the members of the Company's Board of Directors (including the persons designated by the Investors pursuant to the preceding Sections 3.3 and 3.4) to be "outside directors" (meaning they are not officers or employees of the Company).
Outside Directors. As soon as reasonably practicable after the date hereof, but in any event within eight months hereafter, Onex will use its commercially reasonable best efforts to identify and nominate two Outside Directors to the Board; for greater certainty, it is the mutual intent of the parties hereto that (i) each Outside Director will be an individual who possesses experience and background that will be beneficial to the deliberation of the Board; and (ii) neither the Corporation nor Onex shall be required to offer any prospective Outside Director compensation, reimbursement of expenses, or other perquisites more favorable than those commonly provided to outside directors of companies in similar industries. Onex will consult with OMERS in identifying and nominating such Outside Directors to the Board. Notwithstanding any provision of this Section 2.5 to the contrary, Onex will not be deemed to be in breach of this Section 2.5, if it has used its commercially reasonable best efforts to identify and nominate two Outside Directors to the Board,
Outside Directors. The Committee may provide that the NSOs that otherwise would be granted to an Outside Director under this Plan shall instead be granted to an affiliate of such Outside Director. Such affiliate shall then be deemed to be an Outside Director for purposes of the Plan, provided that the service-related vesting and termination provisions pertaining to the NSOs shall be applied with regard to the service of the Outside Director.
