HC Directors definition
HC Directors shall be such persons as are so designated by HC, as such designation may change from time to time. .................."HC Parties" means collectively HC and Sub and any Affiliates thereof. .................."Independent Directors" shall be jointly selected by the Company Directors and the HC Directors, as such selection may change from time to time. Following five years from the date hereof, the Independent Directors shall mean a person who (x) is in fact independent, (y) does not have any direct financial interest or any material indirect financial interest in HC or the Company or any of their respective Affiliates (other than by reason of ownership of not more than 1% of any class of securities thereof), and (z) is not connected with HC or the Company or any of their respective Affiliates as an officer, employee, consultant, agent, advisor, representative, trustee, partner, director (other than of the Company) or person performing similar functions. .................."Offer" has the meaning set forth in the "Whereas" clauses. .................."Person" shall mean any individual, firm, corporation, partnership or other entity. .................."SEC" means the Securities and Exchange Commission of the United States or any substantially similar " successor governmental entity. .................."Shares" has the meaning set forth in the "Whereas" clauses. .................."Stock Purchase Agreement" has the meaning set forth in the "Whereas" clauses. .................."Sub" has the meaning set forth in the Introduction. .................."Subsidiary" of any Person (that Person, the "Parent") means any other Person of which Capital Stock representing at least a majority of the voting power under normal circumstances to elect a majority of the board of directors or other governing body of such Person shall be owned directly or indirectly by the Parent and/or one or more of the Parent's Subsidiaries. .................."Total Voting Power" means the aggregate Voting Power of all of the Voting Stock, if all Voting Stock were present and voted at a meeting of the Company's stockholders. .................."Voting Power" of any Voting Stock means the number of votes such Voting Stock would be entitled to cast in the election of directors of the Company at any meeting of stockholders of the Company. .................."Voting Stock" means the outstanding Shares and any other outstanding securities issued by the Company having the ordinary power to vote in the electio...
Examples of HC Directors in a sentence
At the Effective Time, the Company shall cause the Board of Directors to consist of 9 persons, 3 of whom are Company Directors, 3 of whom are HC Directors and 3 of whom are Independent Directors.
Each of the Company Directors, HC Directors and Independent Directors shall be divided as equally as possible among the 3 classes of directors on the Board.