Board Matter definition

Board Matter shall have the meaning as defined in Subsection 4.2.7.
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Board Matter has the meaning given to such term in the Shareholders’ Agreement;
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Board Matter each matter set out in Schedule 4; “Bona Fide Retirement” resignation by an employee, director or consultant of a Group Company without the intention of taking up new employment or a directorship in a financial services or insurance business during the Restricted Period, other than acting as a part-time non-executive director in a business that is not conducting a Competing Activity; "Budget" the budget for the Group, approved or amended from time to time by the Board; "Business" the profession, trade or business of underwriting insurance or reinsurance business on behalf of third parties to be carried on by the Company and/or any Subsidiaries or any such other business determined by the Board in accordance with this Deed; "Business Day" a day other than a Saturday, Sunday or public holiday in London, United Kingdom or New York City, USA; "Business Plan" the plan for the Business and related forecasts and projections, including proposals for the establishment of further Subsidiaries, as may be amended from time to time by the Board; "Callable Shares" in respect of a Called Shareholder: (a) on a proposed sale of Cirrata's Shares which would result in a Loss of Control but not a Change of Control, such number of Shares which represents the same proportion of Shares as Cirrata proposes to sell to the Proposed Buyer; and (b) on a proposed sale of Cirrata's Shares which would result in a Change of Control, all of the Shares held by the Called Shareholder; "Called Shareholder" as defined in clause 13.4.1(a); "Called Shares" means all Called Shares for which Cirrata has exercised its Drag Along Option; "Call Option" as defined in clause 13.2.2; “Cash Held for Working Capital Requirement” an amount equal to estimated trapped cash of the Company or the relevant Subsidiary based on three months’ budgeted expenses, which are to be assessed by the Board as budgeted expenses (including the estimated bonus payment but excluding expenses recharged, whether through a service fee for personnel services or an expense recharge to a Syndicate by a Group Company save for any profit element in such recharged expenses) less budgeted investment income for the following financial year, divided by four; which estimate will be undertaken on a Group Company by Group Company basis, with adjustment made for the Company’s ownership stake "Change of Control" a transaction or series of transactions pursuant to which a person or connected persons acting in concert (other than a person who ...
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Examples of Board Matter in a sentence

  • Any decision made by the Project Board in relation to a Project Board Matter within these financial parameters shall be binding on all of the Councils.

  • Any decision made by the Contract Management Board in relation to a Contract Management Board Matter within these financial parameters shall be binding on all of the Councils.

  • Nova Scotia Utility and Review Board Matter M10431 - The parties agree that NS Power will have the option to apply to the Board for recovery of costs through the Storm Rider in the event that Level 3 and Level 4 storm restoration expense exceeds $10.2 million in 2023, $10.4 million in 2024, and $10.4 million in 2025.

  • Subject to customary permitted affiliate transfers, all EquityCo Shares shall be subject to restrictions on transfers during the Lock-up Period with corresponding restrictions on indirect transfers, provided that such lock-up may only be released or amended with approval as a Special Board Matter.

  • By way of example, if 500 shares of Common Stock held by holders other than the Stockholders are voted with respect to any Board Matter, the Share Voting Cap with respect to such Board Matter would be 490.1 Common Shares, and any Common Shares held by the Stockholders in excess of 490.1 would constitute Excess Shares.

  • In addition, a federal law known as The Patriot Act of 2001 requires therapists (and others) in certain circumstances, to provide FBI agents with books, records, papers, documents and other items.

  • The approval of any matter within an Annual Budget shall not affect any separate approval necessary for a Special Board Matter or a Special Shareholder Matter, unless such matter was expressly contemplated as a separate line item within an Annual Budget which was approved by at least one B▇▇▇▇▇▇ Director.

  • Committees of the Board may be delegated any authority vested in the Board; provided that no Special Board Matter may be delegated to or approved by any such committee unless such committee is explicitly authorized by resolution to do so by the Board, which authorization shall require a Special Board Majority.

  • Norie shall not cause his Subsidiaries to take any actions that would have the effect on the Business of any action set forth herein as a Special Board Matter or a Special Shareholder Matter unless the applicable Special Board Approval or approval of the Special Shareholder Matter at the Company is first obtained.

  • For the avoidance of doubt, quorum will be achieved with a majority of the Directors regardless of whether any Minority Directors are present at a third properly called meeting where a Major Consent Matter or Supermajority Board Matter will be considered in accordance with the foregoing.


More Definitions of Board Matter

Board Matter has the meaning set forth in Section 2.10.
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Board Matter each matter set out in Schedule 4;
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Related to Board Matter

  • Reserved Matter means any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of any payment under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution;

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE ▇▇▇▇▇▇ PARTIES NOW HAVE, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A HOLDER OF PREFERRED STOCK OF XEROX OR CONDUENT, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE SPIN-OFF; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF ▇▇▇▇▇▇ CONTAINED IN THIS AGREEMENT, THE SETTLEMENT AGREEMENT OR IN THE TERMS OF THE XEROX CERTIFICATE OF AMENDMENT OR THE CONDUENT CERTIFICATE OF AMENDMENT. IT IS THE INTENTION OF ▇▇▇▇▇▇ IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.06 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY THE ▇▇▇▇▇▇ PARTIES AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. ▇▇▇▇▇▇ HEREBY REPRESENTS TO XEROX AND CONDUENT THAT NONE OF THE ▇▇▇▇▇▇ PARTIES HAVE VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN ▇▇▇▇▇▇ HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY ▇▇▇▇▇▇. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.06 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.06 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

  • Dispute Board (DB) means the person or persons named as such in the SCC appointed by agreement between the Procuring Entity and the Contractor to make a decision with respect to any dispute or difference between the Procuring Entity and the Contractor referred to him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute Board) hereof.

  • Reserved Matters means those matters as indicated in schedule 1;