Unaffiliated Qualified Directors Clause Samples
The 'Unaffiliated Qualified Directors' clause defines the requirements and criteria for appointing directors to a company's board who are independent and not affiliated with the company or its major stakeholders. Typically, this clause outlines specific qualifications such as lack of recent employment, financial interests, or close relationships with the company or its affiliates, ensuring that these directors can act impartially. By establishing clear standards for independence, the clause helps prevent conflicts of interest and promotes objective oversight in corporate governance.
Unaffiliated Qualified Directors. Definitions. For the purposes of this Paragraph 10 of the SEVENTH Article, the following terms shall have the following meanings:
Unaffiliated Qualified Directors. Amendments. The terms of this Paragraph 10 shall not be Amended in a manner adverse to the Policy Beneficiaries until the AAC Surplus Notes have been paid in full, redeemed or repurchased (whether as scheduled or pursuant to a call or other early redemption).
Unaffiliated Qualified Directors. Conflicting Language. The terms of this Paragraph 10 shall apply notwithstanding anything to the contrary elsewhere in these Articles of Incorporation. In the event of any inconsistency between any of the terms of this Paragraph 10 and any other term of these Articles of Incorporation, the terms of this Paragraph 10 shall prevail.
3. The TENTH Article is hereby amended by deleting the existing text in its entirety and substituting therefor the following: Subject to Paragraph 10(c) of Article SEVENTH of these Articles of Incorporation, amendments to these Articles of Incorporation may be made at any special meeting of stockholders duly called for that purpose, or at any annual meeting of stockholders; provided that a statement of the nature of the proposed amendment is included in the Notice of Meeting, upon receiving the affirmative vote of the holders of at least two-thirds of the shares entitled to vote thereon. The undersigned officer of Ambac Assurance Corporation (the “Corporation”) certifies: The foregoing Article of Amendment of said Corporation were approved at a special meeting of the Board of Directors held in accordance with Sections 611.29 and 180.1003 of the Wisconsin Statutes on June 1, 2010. Executed by the undersigned in duplicate and seal affixed as of this 2nd day of June 2010. AMBAC ASSURANCE CORPORATION By: Name: Title: Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated June 8, 2010. Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated June 8, 2010. Omitted Omitted Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated June 8, 2010. [ ], 2010 Re: Confidentiality Agreement for Confidential Financial Reporting Package Information Ladies and Gentlemen: Pursuant to that certain Settlement Agreement (the “Settlement Agreement”), dated as of the date hereof, among Ambac Assurance Corporation, a Wisconsin-domiciled insurance company (“AAC”), Ambac Credit Products, LLC, a Delaware limited liability company (“ACP”), Ambac Financial Group, Inc., a Delaware corporation (“AFGI”, and together with AAC and ACP, the “Company”), and the policy beneficiaries party thereto, there shall be made available pursuant to Part II of Schedule C to the Settlement Agreement to the policy beneficiary signatory hereto (the “Policy Beneficiary” and together with the Company, the “Parties” ), its affiliates, and its and its affiliates’ representatives certain information that ...