Independent Director Approval definition

Independent Director Approval has the meaning set forth in Section 1.3(f).
Sample 1Sample 2Sample 3
Independent Director Approval means the affirmative approval of a majority of the Independent Directors then in office who comprise the Audit Committee.
Sample 1Sample 2Sample 3
Independent Director Approval means the approval of a committee of the Company’s Board of Directors comprised solely of Independent Directors who are disinterested and independent under Delaware law as to the matters under consideration, and that is duly formed and existing in accordance with the terms of the Company’s certificate of incorporation and bylaws, as in effect on the relevant date.
Sample 1Sample 2

Examples of Independent Director Approval in a sentence

  • Notwithstanding anything to the contrary set forth in this Agreement, each Shareholder may publicly support, vote in favor of, approve and tender into any transaction to the extent such transaction has received Independent Director Approval.

  • Notwithstanding any restrictions contained herein, or in any other agreement between the Company and any Shareholder, any Shareholder may sell into any transaction that has received Independent Director Approval.

  • This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Parties hereto; provided that any such amendment, modification or supplement shall also require Independent Director Approval.

  • I also consent to the reference to my practice as an independent certified public accountant.

  • After the district court denied Lott’s petition, it granted a Certificate of Appealability (“COA”) on his ineffective assistance of counsel claims and denied a COA on his remaining claims.

  • This Plan may continue in effect for longer than one year after its approval by a majority of the Advisor Class Shares only as long as such continuance is specifically approved at least annually by Board Approval and by Independent Director Approval.

  • On May 7, 2001, the Barrxxx Xxxources Board waived such restrictions by Independent Director Approval (as defined in the Barrxxx Xxxources Bylaws), such that the restrictions do not and will not apply with respect to or as a result of the Merger Agreement or the transactions contemplated thereby, including the Offer and the Merger.

  • Any or all of the provisions of this Article IV, and their application to any or all Interested Persons or any or all Business Combinations, may be waived in whole or in part by Independent Director Approval.

  • As a result, a specific shareholder approval requirement on repricing is not included.-- Independent Director Approval of Executive Officer Compensation: Compensation provided to the CEO and other executive officers will require approval by either an independent compensation committee or a majority of independent directors.

  • Market analysts and investors promptly questioned Novartis’ ability to cram the Challenged Transaction down the public investors’ throats, citing among other things the Independent Director Approval Right.


More Definitions of Independent Director Approval

Independent Director Approval shall have the meaning ascribed to such term in Section 1.3(c).
Sample 1
Independent Director Approval means the prior written approval of a majority of the disinterested directors of Navarre as being in the best interests of all the shareholders of Navarre, both holders of Common Stock and holders of Class B Preferred Stock.
Sample 1
Independent Director Approval means the approval of a majority of the members of the Newco Board who are Independent Directors, except any Independent Directors who, after receiving notice of the meeting at which such approval is to be sought setting forth the matters to be acted on, abstain or do not vote with respect to the matter for which their approval is sought. "COMPANY DESIGNEE APPROVAL" means the approval of a majority of the members of the Newco Board who are Company Designees other than any such Company Designee who is or was an officer or employee of Newco, except any Company Designees who, after receiving notice of the meeting at which such approval is to be sought setting forth the matters to be acted on, abstain or do not vote with respect to the matter for which their approval is sought. "INDEPENDENT STOCKHOLDER APPROVAL" of a proposal means that such proposal received the affirmative vote of a majority of the votes cast with respect to such proposal by holders of Newco Voting Stock, voting together as a single class, excluding all votes cast with respect to shares of Newco Voting Stock held by FSI Persons and all votes cast with respect to shares of Class B Common Stock.
Sample 1
Independent Director Approval. Section 1.8(d) “Independent Directors” Section 1.8(b) “Initial Expiration Date” Section 1.1(d) “Initial Outside Date” Section 1.1(e) “Lease Agreements” Section 3.13(a) “Leased Real Property” Section 3.21(b) “Legal Proceeding” Section 3.14 “Maximum Amount” Section 5.9(c) “Merger” Recitals “Merger Consideration” Section 2.1(a) “Minimum Condition” Section 1.1(a) “Multiemployer Plan” Section 3.11(a) “Nasdaq” Section 1.1(e) “Notice Period” Section 5.4(e)(1)
Sample 1
Independent Director Approval means the approval of a majority of the members of the Independent Director Committee.
Sample 1

Related to Independent Director Approval

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

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Independent Board Committee means the independent board committee of the Company

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • 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;

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

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

  • Board Approval has the meaning set out in Section 2.2(a)(ii);

  • 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.

  • Nominations Committee means the nominations committee established pursuant to Article 100(k).

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

  • 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/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.

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

  • Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • 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.

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Listing Committee means the listing committee of the Stock Exchange;

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • 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.

  • Board of Directors or Board means the Board of Directors of Prakash Steelage Limited, as constituted from time to time.

  • 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.

  • Parent Board means the board of directors of Parent.

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • New Board means the board of directors or the board of managers of Reorganized Neiman.