Disinterested Quorum definition

Disinterested Quorum means a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.
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Disinterested Quorum means (A) a quorum of the Board consisting of directors who are not Parties to the subject Proceeding or any related Proceeding or (B) if the quorum described in clause (A) cannot be obtained, a committee duly appointed by the Board and consisting solely of two or more directors who are not Parties to the subject Proceeding or any related Proceeding, provided that directors who are Parties to the subject Proceeding or a related Proceeding may participate in the designation of members of the committee.
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Disinterested Quorum means a quorum of the Board who are not parties in interest to the subject Action or any related Action.
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Examples of Disinterested Quorum in a sentence

  • No indemnification shall be required to be paid by the Corporation pursuant to Section 9.02 of this Article IX if, within such sixty (60) day period, (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer or Covered Person requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

  • Moreover, the unused resources do not only means energy waste, but it also results in increasing the purchase costs to customers (QIU; SHEN; CHEN, 2015).

  • In the event a Disinterested Quorum makes such a determination, the decision of the Disinterested Quorum shall be final, and the Director or Officer shall have no right to appeal.

  • Such independent determination shall be made, at the option of Indemnitee, by: (i) a panel of three arbitrators as set forth below in Section 6(f); (ii) an independent legal counsel mutually selected by Indemnitee and a Disinterested Quorum (or by the Board if a Disinterested Quorum cannot be obtained) by a majority vote thereof; or (iii) a court in accordance with Section 7.

  • If a panel of arbitrators is to be employed hereunder, one of such arbitrators shall be selected by a Disinterested Quorum (or by the Board if a Disinterested Quorum is not obtainable) by a majority vote thereof, the second by the Executive seeking indemnification and the third by the two previously selected arbitrators.

  • Most highway agencies have depended on their state or local statutes for using ATCs. The key to making ATCs work is confidentiality, objectivity, unbiased evaluation, fair- ness to proposers, and mutual trust.

  • Unnecessary or sliding with intent to harm the player covering the base may result in expulsion from the game.Switching/changing defensive positions once a half-inning begins is not permitted.

  • Design, supply and installation of a hydropower scheme with31.5 MW capacity and select associated infrastructure.

  • If indemnification of the requested amount of Liabilities is paid by the Corporation, then it shall be conclusively presumed for all purposes that a Disinterested Quorum has affirmatively determined that the Director or Officer did not engage in conduct constituting a Breach of Duty.


More Definitions of Disinterested Quorum

Disinterested Quorum means a quorum of the Board who are “disinterested directors” (as defined in Section 490.850(3) of the Statute.
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Disinterested Quorum means a quorum of the Board of Directors who are not Parties to the subject Proceeding or any
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Disinterested Quorum means (i) a quorum of the Board of Directors consisting of directors who are not Parties to the subject Proceeding or any related Proceeding or (ii) if the quorum described in clause (i) cannot be obtained, a committee duly appointed by the Board of Directors and consisting
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Disinterested Quorum means (A) a quorum of the Board consisting of directors who are
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Disinterested Quorum means a quorum of the Board who
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Disinterested Quorum means a quorum of the Board consisting of Directors who are not at the time Parties to the subject Proceeding or any related Proceeding.
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Related to Disinterested Quorum

  • 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.

  • 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 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 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.