Independent Director Committee definition

Independent Director Committee means the Compensation Committee of the Board, or, in the discretion of the Board, any other committee or body of the Board consisting only of Independent Directors.
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Independent Director Committee means a committee of the Purchaser Board comprised solely of three directors who are Independent initially designated in accordance with the Investor Rights Agreement.
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Independent Director Committee shall have the meaning set forth in the recitals to this Agreement.
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Examples of Independent Director Committee in a sentence

  • The Board shall only resolve such matters if a majority of the members of Independent Director Committee so recommends.

  • It is not necessary for the officer administering the oath to review the contents of the affidavit in great detail or to seek to establish its veracity.

  • If the transaction is pending or ongoing, it will be submitted by the Secretary to the Independent Director Committee promptly, and the Independent Director Committee shall consider all of the relevant facts and circumstances available to the Independent Director Committee as provided above.

  • Based on the conclusions reached, the Independent Director Committee shall evaluate all options, including but not limited to ratification, amendment or termination of the Conflict of Interest Transaction.

  • The Independent Director Committee shall consider all of the relevant facts and circumstances available to the Independent Director Committee, including (if applicable) but not limited to: the benefits to the Company; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties.

  • Before the Compensation Committee determines whether Executive engaged in gross negligence or willful misconduct that caused or substantially caused the need for the substantial restatement, it shall provide to Executive written notice and the opportunity to be heard, at a meeting of the Independent Director Committee (which may be in-person or telephonic, as determined by the Independent Director Committee).

  • The Independent Director Committee will review and may amend this policy from time to time.

  • The Independent Director Committee shall approve or disapprove the Conflict of Interest Transaction and shall convey the approval or disapproval of the transaction to the Secretary, who shall convey the decision to the appropriate persons within the Company.

  • Any determination to be made or approval to be given by the Independent Director Committee hereunder shall be made or given as follows: 2/3 of the Independent Director Committee shall constitute a quorum for consideration of the matter, and the act of the Independent Director Committee constituting such determination or approval shall be the affirmative vote of a majority of the members of the committee present and voting.

  • The Independent Director Committee may, among other things, cause a Related Person with a direct or indirect interest in a Conflict of Interest Transaction to recuse him or herself from the consideration of such transaction and, to the extent necessary, may retain appropriately qualified, non-conflicted personnel to advise the Company in connection with such transaction.


More Definitions of Independent Director Committee

Independent Director Committee shall have the meaning set forth in Section 30.
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Independent Director Committee means a committee of the Purchaser Board comprised solely of three directors who are Independent initially nominated in accordance with the Investor Rights Agreement.
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Independent Director Committee means a committee of the Board of Directors comprised solely of two or more Independent Directors that is duly authorized to consider and act upon the matters that require Independent Director Approval under this Agreement. With respect to any action or determination requiring or subject to Independent Director Approval prior to the Closing, the members of the Independent Director Committee must also not be an Additional Director or a director (other than an Independent Director of the Company) officer, employee or consultant of, or advisor to, Alon Israel or its Affiliates, or a person who shall have served in such capacity within a three (3) year period immediately preceding the date of such determination, and must be independent of, and not affiliated with, Alon Israel and its Affiliates within the meaning of Delaware Law. For the avoidance of doubt, no Additional Director may be a member of the Independent Director Committee.
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Related to Independent Director Committee

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

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

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

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • 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.

  • Board Committee means those individual Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article V and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

  • Sub-Committee means a committee of a committee created by the board.

  • 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.

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

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

  • Independent Committee means a committee of the board of directors of the General Partner made up of directors that are “independent” of Brookfield and its Affiliates, as contemplated by applicable securities Laws;

  • Audit Committee or Committee means Committee of Board of Directors of the Company constituted under provisions of Listing agreement and Companies Act, 2013.

  • Nomination and Remuneration Committee means a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

  • Management Committee means in the case of a Competition which is an unincorporated association, the management committee elected to manage the running of the Competition and where the Competition is incorporated it means the Board of Directors appointed in accordance with the articles of association of that company.

  • CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act.

  • Transition Committee shall have the meaning set forth in Section 2.14.

  • Compensation Committee means the Compensation Committee of the Board.

  • the Board means the board of directors of the Company;

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

  • Advisory Committee means the Employer's Advisory Committee as from time to time constituted.

  • Selection Committee means a committee of individual(s) who evaluate and rank proposals; conduct negotiations; and makes a contract award recommendation to the District and its respective Committees.

  • OPSI Advisory Committee means the committee established under Tariff, Attachment M, section III.G.

  • Executive Committee means the Executive Committee of the Board.

  • Governance Committee means the Governance Committee of the Board.

  • Advisory Board Member means a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.