Disinterested Member definition

Disinterested Member means, with respect to any transaction or series of related transactions, a member of the Company’s Board of Directors who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Company or a Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

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Disinterested Member means, with respect to any transaction, a member of the Company’s Board of Directors who does not have any material direct or indirect financial interest (other than as an owner of Equity Interests in the Company or as an officer, manager or employee of the Company or any Restricted Subsidiary) in or with respect to such transaction and is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Company or a Restricted Subsidiary), who has any direct or indirect financial interest in or with respect to such transaction.

Disinterested Member means a member who, at the time action is to be taken under:

Examples of Disinterested Member in a sentence

Accordingly, if either Member (the "Disinterested Member") wishes to cause the Company to take any action or to enforce any rights or remedies against the other Member (the "Interested Member") or its Affiliates under any of the Ancillary Agreements, or to forebear from taking any such action or from asserting such rights or remedies), and such action (or forbearance) is not Approved by the Board, the provisions of this Section 5.18 shall become applicable.
For the avoidance of doubt, the purpose of such casting vote is to enable the Disinterested Member to control all deliberations of the Board in connection with such matter, including the right to take any such action (or to forebear from taking such action).
In connection with such further action, the Disinterested Member, acting through its representatives on the Board, shall thereafter have the right to exercise a casting (i.e., controlling) vote on all matters considered by the Board with respect to such matter.
Designated Senior Indebtedness 13 Disinterested Member of the Board of Directors of the Company......................
For the purposes of any action or decisions requiring the approval, vote or consent of the Governing board or Members with respect to any such dispute, claim, suit, proceeding or other legal action, the affirmative approval, vote or consent of the members of the Governing Board appointed by the Disinterested Member or the Disinterested Member, as applicable, shall be sufficient to approve any such action or decision.

More Definitions of Disinterested Member

Disinterested Member means a Member who is not the Member whose Membership Interest is to be transferred as provided in Article VIII or the proposed transferee of such Membership Interest.

Disinterested Member means, with respect to any transaction or series of related transactions, a member of the Parent’s Board of Directors who does not have any material direct or indirect financial interest (other than as a stockholder of the Parent) in or with respect to such transaction or series of related transactions and is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Parent or a Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

Disinterested Member has the meaning set forth in Section 4.01(h)(viii).

Disinterested Member of the Board of Directors of the Company" means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company other than a member who has any material direct or indirect financial interest in or with respect to such transaction or series of transactions or who is an Affiliate, or an officer, director or an employee of any Person (other than the Company) who has any direct or indirect financial interest in or with respect to such transaction or series of transactions (in each case other than an interest arising solely from the beneficial ownership of Capital Stock of the Company).

Disinterested Member means, with respect to any Transaction, a member of the Issuer’s Board of Directors: (1) who does not have any material direct or indirect financial interest (other than as an owner of Equity Interests in the Issuer or as an officer, manager or employee of the Issuer or any Restricted Subsidiary) in or with respect to such Transaction, and (2) is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee, of any Person (other than the Issuer or a Restricted Subsidiary), who has any direct or indirect financial interest in or with respect to such Transaction.

Disinterested Member means, with respect to any Potential Conflict Agreement, activity, transaction or loan (as applicable), any Member (including any of whose Affiliates) who or that: (i) is not a party to such agreement, activity, transaction or loan; and/or (ii) does not derive any benefit, or have any beneficial or other economic interest, in any such agreement, activity, transaction or loan (other than by reason of such Member being a member of the Company).

Disinterested Member or "Disinterested Manager" means a Member or Manager, respectively who at the time of an evaluation referred to in Section 3.4.3