Applicable Directors definition
Applicable Directors means those individuals who are members of the Board at the inception of a Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence; or
Applicable Directors means those individuals who are members of the Board at the inception of a Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence. If Employee desires to terminate Employee’s employment under this Agreement pursuant to this Section, Employee must, within one year after the Change in Control of Mednax provide Employer with a written notice of the termination. Such notice shall include the proposed termination date of Employee’s employment under this Agreement, which must be ninety (90) days from the date of the notice. Upon receipt of such notice from Employee, Employer may, at its option, require Employee to terminate employment at any time in advance of the expiration of such ninety (90) day period. The termination date under this Section 4.8 shall be the date specified by Employer, but in no event more than ninety (90) days after Employer’s receipt of notice from Employee as contemplated by this Section 4.8. If (i) Employee terminates Employee’s employment under this Agreement pursuant to this Section 4.8, or (ii) Employer terminates Employee’s employment under this Agreement for any reason within twenty-four (24) months after a Change in Control of Mednax, then Employee shall be entitled to compensation and/or benefits in accordance with, and subject to, the provisions of Section 5.8 hereof.
Applicable Directors means those individuals who are members of the Board at the inception of a Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence. If the Executive elects to terminate his employment pursuant to the terms of this Section 4.5, the Executive shall give the Company a written termination notice. The Termination Date shall be the date specified in such notice, which date may not be earlier than 30 days nor later than 90 days from the Company's receipt of such notice.
Examples of Applicable Directors in a sentence
The Company shall recommend that the Company’s stockholders vote in favor of the election of each of the Applicable Directors at each of the Applicable Meetings and shall support the Applicable Directors for election at each of the Applicable Meetings in substantially the same manner as the Company’s other nominees.
As long as the Applicable Directors (or any Replacement thereof that is an Affiliate of SRS) are on the Board, SRS shall not purchase or sell, directly or indirectly, any securities of the Company during any blackout periods applicable to all directors under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy; provided, however, that nothing herein shall prohibit SRS or ▇▇.
The restrictions contained in the Company’s policies and procedures applicable to the Applicable Directors (in their capacity as such) on pledging or making purchases on margin of, or entering into derivative or hedging arrangements (including options) with respect to, securities of the Company, which transactions are otherwise in compliance with applicable law and this Agreement, shall not be deemed to apply to SRS or ▇▇.
SRS shall be entitled to change its designation of the persons serving as the Applicable Directors from time to time and at any time during the Standstill Period.
SRS agrees that the Applicable Directors shall not have access to documents or other information relating to Recusal Matters.
More Definitions of Applicable Directors
Applicable Directors means those individuals who are members of the Board of Directors of the Company on the Original Issue Date and any new director whose election to the Board of Directors of the Company or nomination for election to the Board of Directors of the Company was approved (prior to any vote thereon by the stockholders of the Company) by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who either were directors of the Company on the Original Issue Date or whose election or nomination for election since the Original Issue Date was previously approved as provided in this sentence.
Applicable Directors means those individuals who are members of the Board at the inception of a Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence. To terminate his employment under this Agreement upon a Change in Control of the Company, the Executive shall give the Company written termination notice. The Termination Date shall be the date specified in such notice, which date may not be earlier than 30 days nor later than 90 day from the Company's receipt of such notice. Upon any termination of this Agreement pursuant to this Section 4.5, the Executive shall be entitled to the compensation specified in Section 5.5 hereof and any other compensation and benefits provided in this Agreement in connection with a Change in Control of the Company.
Applicable Directors means (i) until the Sunset Date, the WWE Directors and (ii) thereafter, the Independent directors of New PubCo (in each case as defined in the New PubCo Charter).
Applicable Directors means each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and (in the event a Board Expansion Notice is delivered) the Additional Director (as defined below). No Applicable Director that is (or is appointed to be) a member of the Board prior to the 2023 Annual Meeting shall be removed from or (except in the limited circumstances specifically set forth in Section 1(e)) required to resign from the Board prior to the 2023 Annual Meeting.
Applicable Directors means those individuals who were members of the Board as of the Effective Date and appointed at the direction of Ocean Reef Management, Inc. ("Ocean Reef"), and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least a majority of the directors then still in office who either were directors appointed by Ocean Reef as of the Effective Date or whose election or nomination for election was previously approved as provided in this sentence. To terminate his employment under this Agreement upon a Change of Control, the Executive shall give the Company a written termination notice. The termination date shall be the date specified in such notice, which date may not be earlier than 30 days nor later than 90 days from the Company's receipt of such notice. If this Agreement is terminated by the Executive pursuant to this Section 5.2, or if the Company terminates this Agreement upon a Change of Control, or within six months from the date of a Change of Control, then, as long as the Executive is not a member of the "control group" (within the meaning of the rules and regulations of the Securities and Exchange Commission) of the entity causing the Change of Control, in addition to the provisions of Sections 4.2 and 4.4, the Executive will be entitled to be paid a lump sum payment equal to the sum of (x) the Base Salary that the Executive would otherwise have been entitled to receive through the end of the Initial Term, plus (y) a severance payment equal to $300,000.
Applicable Directors means: (a) if Bayer is a Bidding Party, a majority of the Directors other than the Bidding Party Director (in which case, the Bidding Party Director will be deemed an interested director for purposes of the applicable Product Transfer, and except as otherwise required by Applicable Law, the Bidding Party Director may be excluded from any meeting of the Board or any portion thereof relating to such Product Transfer, or if not excluded, will not be included for purposes of determining whether a quorum is present); provided, that the Bidding Party Director will no longer be deemed a an interested director (and the Bidding Party will thereafter be deemed a Non-Bidding Party) following the Bidding Party’s Formal Withdrawal with respect to such Product Transfer; or (b) if Bayer is a Non-Bidding Party, a majority of all of the Directors.
Applicable Directors means those five individuals who were appointed at the direction of Ocean Reef at the Effective Date and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least a majority of the directors then still in office who either were directors appointed by Ocean Reef as of the Effective Date or whose election or nomination for election was previously approved as provided in this sentence. To terminate his employment under this Agreement upon a Change of Control, the Executive shall give the Company a written termination notice. The termination date shall be the date specified in such notice, which date may not be earlier than 30 days nor later than 90 days from the Company's receipt of such notice. If this Agreement is terminated by the Executive pursuant to this Section 5.2, or if the Company terminates this Agreement upon a Change of Control, or within six months from the date of a Change of Control, then, as long as the Executive is not a member of the "control group" (within the meaning of the rules and regulations of the Securities and Exchange Commission) of the entity causing the Change of Control, in addition to the provisions of Sections 4.2 and 4.4, the Executive will be entitled to be paid a lump sum payment equal to the sum of (x) the Base Salary that the Executive would otherwise have been entitled to receive through the end of the Initial Term, plus (y) a severance payment equal to $250,000.