Disinterested Director Approval definition

Disinterested Director Approval means approval by the Board of Directors, which approval included votes to approve by a majority of all the Disinterested Directors, or a public recommendation to the stockholders of the Company approved by a majority of the Disinterested Directors.

Disinterested Director Approval means the affirmative approval of a special committee of the Board comprised solely of Disinterested Directors, duly obtained in accordance with the applicable provisions of the Company’s organizational documents, applicable law and the rules, regulations and listing standards promulgated by any securities exchange on which the shares of Common Stock are traded.

Disinterested Director Approval means approval by an independent committee of the Board comprised of Disinterested Directors.

Examples of Disinterested Director Approval in a sentence

• All determinations or authorizations of the Board hereunder shall be made by Board Approval and Disinterested Director Approval.

• Each agreement required to be in writing by Section 3 must contain the provisions required by Rule 12b-1 under the Act and must be approved by a majority of the Board ("Board Approval") and by a majority of the Disinterested Directors ("Disinterested Director Approval"), by vote cast in person at a meeting called for the purposes of voting on such agreement.

• This Plan may not be amended in any material respect without Board Approval and Disinterested Director Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the Class A Shares.

• This Plan may continue in effect for longer than one year after its approval by a majority of the Class A Shares only as long as such continuance is specifically approved at least annually by Board Approval and by Disinterested Director Approval.

• This Plan may not be amended in any material respect without Board Approval and Disinterested Director Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the Class C Shares.

More Definitions of Disinterested Director Approval

Disinterested Director Approval means the affirmative approval of a special committee of the Board comprised solely of Independent Directors who are disinterested and independent under Delaware law as to the matter under consideration, duly obtained in accordance with the applicable provisions of the Company’s organizational documents, applicable law and Applicable Governance Rules.

Disinterested Director Approval means, with respect to any transaction or conduct requiring such approval pursuant to this Agreement, the approval of a majority of the Disinterested Directors with respect to such transaction or conduct (and the quorum requirements set forth in the charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).

Disinterested Director Approval means the approval of a majority of the Disinterested Directors (and the quorum requirements set forth in the Charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).

Disinterested Director Approval means the affirmative approval of at least a majority of the Independent Directors (or a special committee thereof) who are disinterested and independent under Delaware law as to the matter under consideration, duly obtained in accordance with the applicable provisions of the Company’s organizational documents and applicable law.

Disinterested Director Approval means, with respect to any transaction or conduct requiring such approval pursuant to this Agreement, the approval of a majority of the Disinterested Directors with respect to such transaction or conduct (and the quorum requirements set forth in the Charter or bylaws of the Company shall be reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).

Disinterested Director Approval means, with respect to any Related Party Transaction, the affirmative vote at a duly held meeting of the Board of Directors (at which a quorum is present) of a majority of the directors then in office who are “disinterested” with respect to the Related Party Transaction and are not otherwise Affiliated with the Related Party to whom the Related Party Transaction relates.

Disinterested Director Approval means the affirmative approval by a majority of the directors who are independent of Coliseum under Delaware law (as determined by the Board); provided that for so long as Xxxxxx XxXxxxxxx is serving as the Chief Executive Officer of the Company, Xx. XxXxxxxxx shall be deemed to be a director who is independent of Coliseum for purposes of determining Disinterested Director Approvals under Sections 1(b), 1(d), 3, 11 and 15 of this Agreement.