Approved Directors means new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election or nomination by the board of directors (or, if applicable, by the Company’s stockholders) was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of such two-year period or whose election or nomination for election was previously so approved;
Approved Directors shall constitute less than a majority of the entire Board of Directors, with "approved directors" defined to mean the members of the Board of Directors of Employer as of the date of this Agreement and any subsequently elected members who shall be nominated or approved by a majority of the approved directors on the Board prior to such election, or
Approved Directors shall not include those appointed to the board as a term of a negotiated merger or acquisition.
Examples of Approved Directors in a sentence
During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Company’s board of directors and any Approved Directors cease for any reason to constitute at least a majority of the members of the Company’s board of directors.
More Definitions of Approved Directors
Approved Directors means those members of the Board who were approved, after the relevant event, for nomination, election or appointment to the Board by at least two-thirds of the Continuing Directors on the Board at the time of such approval.
Approved Directors. An Original Director is a Director who is serving on February 20, 1989. An Approved Director is a Director who, after such date, is elected, or is nominated for election by the shareholders, by a vote of at least two-thirds of the Original Directors and the previously elected Approved Directors, if any.
Approved Directors means individuals, who at the beginning of the Measurement Period constitute the Board of Directors of Parent, together with any new director elected during the Measurement Period whose election by the Board of Directors, or whose nomination for election by Parent’s shareholders, was approved by a vote of at least two thirds (2/3) of the directors then in office;
Approved Directors defined to mean the members of the Board as of the Date of Grant hereunder and any individuals who subsequently become members of the Board (i) having been elected by stockholders after being nominated or approved by a majority of the Approved Directors on the Board prior to such election, or (ii) having been appointed to the Board to fill a vacancy with the approval of a majority of Approved Directors on the Board prior to such appointment; or
Approved Directors shall constitute less than a majority of the entire Board of Directors of the Corporation, with "approved directors" defined to mean the members of such Board as of the Date of Grant and any subsequently elected members of such Board who shall be nominated or approved by a majority of the approved directors on the Board prior to such election, or, (c) the Corporation shall have entered into a binding agreement for a Sale of the Corporation, as defined below, and shall have received all required corporate, regulatory and other approvals for consummating such transaction. For purposes of subdivision (c) of the preceding sentence, "Sale of the Corporation" shall mean (i) any consolidation, merger or stock-for-stock-exchange involving the Corporation or the securities of the Corporation in which the holders of voting securities of the Corporation immediately prior to the consummation of such transaction will own, as a group, immediately after such consummation, voting securities of the Corporation (or, if the Corporation is not to survive such transaction, voting securities of the corporation that issues securities to such holders in such transaction) having less than fifty percent (50%) of the total voting power in an election of directors of the Corporation (or such other corporation), excluding any securities of any such other corporation owned by any members of such group prior to such transaction and any securities to be received in such transaction by any members of such group which represent disproportionate percentage increases in their shareholdings vis-a-vis the other members of such group, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions), of all, or substantially all, of the assets of the Corporation to a party which is not controlled by or under common control with the Corporation.
Approved Directors means directors who were nominated or appointed by individuals a majority of whom were directors of the Borrower on the first day of the applicable twenty-four month period.
Approved Directors shall constitute less than a majority of the entire Board of Directors of FII, with "approved directors" defined to mean the members of the Board of Directors of FII as of the date of this Agreement and any subsequently elected members who shall be nominated or approved by a majority of the approved directors on the Board of FII prior to such election, or