Disinterested Members of the Board definition

Disinterested Members of the Board means, with respect to any transaction in question, the disinterested members of the Board with respect to any such transaction; provided that, for the avoidance of doubt, any designee of Xxxxx that is not an employee of Xxxxx or an Affiliate thereof (other than any portfolio company of Xxxxx or any such Affiliate) shall be considered disinterested unless such director has a direct pecuniary interest in the applicable transaction; provided further, that if no members of the Board are disinterested (after giving effect to the preceding proviso), the "Disinterested Members of the Board" shall be deemed to be all of the members of the Board. Notwithstanding anything to the contrary set forth in this Agreement, the proviso contained in the first sentence of this Section 4.4 shall not apply (by virtue of this Section 4.4) to agreements or amendments with respect to transactions contemplated by this Agreement (including, but not limited to, transactions pursuant to the terms of (x) Sections 7.4 and 7.5 (e.g., Additional Capital Contributions) or (y) Sections 13.5, 13.7, 13.8, 13.10 and 13.11 (e.g., rights exercised by Members in respect of Transfers)).
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Disinterested Members of the Board means the members of the Corporation's Board of Directors other than the members designated by the Whitney Funds and Golub (each as defined in the Stockholders Agreement) pursuant to the terms of the Stockholders Agreement.
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Disinterested Members of the Board means, as of any applicable time, those members of the Board who (a) are not Exchanging Member Related Parties, and (b) were not nominated for election to the Board by any Exchanging Member Related Parties pursuant to the provisions of any stockholder, voting or similar agreement relating to the election of members of the Board to which PubCo is a party (including, without limitation, the Stockholders Agreement).
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Examples of Disinterested Members of the Board in a sentence

  • All dividends on Redeemable Preferred Stock shall be payable in cash when and as declared by a majority of the Disinterested Members of the Board.

  • Pursuant to the terms of the Certificate of Incorporation of Charter, on January 18, 2011, the Disinterested Members of the Board of Directors of Charter caused a conversion of the shares of Class B common stock into shares of Class A common stock on a one-for-one basis.

  • Each share of new Charter Class B common stock was convertible, at the option of the holder or the Disinterested Members of the Board of Directors of Charter, into one share of new Charter Class A common stock, and was subject to significant restrictions on transfer and conversion.

  • All dividends on Convertible Preferred Stock shall be payable in cash when and as declared by a majority of the Disinterested Members of the Board.

  • Notwithstanding the foregoing, the appointment of two Disinterested Members of the Board of Directors and establishment of an Audit Committee and a Compensation Committee of the Board of Directors (the membership of each such committee to consist of Disinterested Members), may take place at any time after the Closing Date and prior to June 30, 1997.

  • Ultimately, the significance of bank money ought to be sought in its liquidity.

  • Pursuant to the terms of the Certificate of Incorporation of Charter, on January 18, 2011, the Disinterested Members of the Board of Directors of Charter (as such term is defined in Charter’s Certificate of Incorporation) caused a conversion of the shares of Class B common stock into shares of Class A common stock on a one-for-one basis.

  • This Agreement may also be terminated at any time without penalty by the vote of a majority of the members ("Disinterested Members") of the Board of Directors of the Fund who are not "interested persons" (as defined in the Investment Company Act) and who have no direct or indirect financial interest in the operation of the Distribution Agreement between the Fund and the Distributor or by the vote of a majority of the outstanding voting securities of the Fund.

  • Any dispute or disagreement which should arise under, or as a result of or in any way related to, the interpretation, construction or application of this Option shall be determined by Disinterested Members of the Board of Directors and legal counsel for Possis.

  • Pursuant to the terms of the Certificate of Incorporation of Charter, on January 18, 2011, the Disinterested Members of the Board of Directors of Charter caused a conversion of the shares of Class B common stock, all held by Mr. Allen, into shares of Class A common stock on a one-for-one basis.

Related to Disinterested Members of the Board

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Disinterested Quorum means a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Disinterested means disinterested within the meaning of any applicable regulatory requirements, including Rule 16b-3.

  • Disinterested Person means a director who has not, during the period that person is a member of the Committee and for one year prior to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary or Affiliate of the Company, except in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is amended from time to time and as interpreted by the SEC.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • Company Board of Directors means the board of directors of the Company.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the issuance of the Securities; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director).

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • Member of the Board means an individual who is a member of the Board or of the board of directors of a Subsidiary or an Affiliate.

  • Disinterested Trustee means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • Simple Majority means a decision made by the Management Committee by more than 50 percent of the votes represented and entitled to be cast at a meeting thereof.

  • Disinterested witness means a witness other than the spouse, child, parent, sibling, grandchild, grandparent, or guardian of the individual who makes, amends, revokes, or refuses to make an anatomical gift, or another adult who exhibited special care and concern for the individual. The term does not include a person to which an anatomical gift could pass under Section 44‑43‑350.

  • entire Board of Directors means the total number of directors which the Corporation would have if there were no vacancies.

  • ordinary member of the committee means a member of the committee who is not an officer of the Association under Rule 21;

  • Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • Executive Committee means the Executive Committee of the Board.