Disinterested Quorum definition

Disinterested Quorum means a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.
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.
Disinterested Quorum means a quorum of the Board who are not parties in interest to the subject Action or any related Action.

Examples of Disinterested Quorum in a sentence

  • 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.

  • No prior determination by a Disinterested Quorum that the Director or Officer engaged in a Breach of Duty, or failure to make a determination, shall create a presumption that the Director or Officer engaged in 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.
Disinterested Quorum means a quorum of the Board of Directors who are not Parties to the subject Proceeding or any
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
Disinterested Quorum means a quorum of the Board who are not parties to the subject proceeding or any related proceeding.
Disinterested Quorum means (A) a quorum of the Board consisting of directors who are
Disinterested Quorum means a quorum of the Board who

Related to Disinterested Quorum

  • 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;