Independent Members definition

Independent Members means each Director, but no less than two, who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and each of whom is an “outside director” within the meaning of Section 162(m) of the Code; provided that the mere fact that the Independent Members shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Independent Members which Award is otherwise validly made under the Plan.

Independent Members has the meaning set forth in the preamble to this Agreement.

Independent Members has the meaning given to it in clause 4.1.1;

Examples of Independent Members in a sentence

• This Plan will continue in full force and effect for a period of one year from the date hereof, and successive periods of up to one year thereafter, provided that each such continuance is approved by a majority of (a) the Board, and (b) the Independent Members.

• Notwithstanding the above, nothing herein shall prevent the participation of other persons in the selection and nomination process so long as a final decision on any such selection or nomination is within the discretion of, and approved by, the Independent Members so responsible.

• So long as the Plan remains in effect, the selection and nomination of persons to serve as Independent Members on the Board shall be committed to the discretion of the Independent Members then in office.

• The Advisor shall provide to the Board, and the Independent Members will review and approve in exercise of their fiduciary duties, at least quarterly, a written report of the amounts expended under this Plan by the Advisor with respect to the A Class shares of each Fund and such other information as may be required by the 1940 Act and Rule 12b-1 thereunder.

• This Plan may be terminated without penalty at any time with respect to the A Class shares of any Fund by the vote of a majority of the Board, by the vote of a majority of the Independent Members, or by the vote of a majority of the outstanding shares of the A Class of that Fund.

More Definitions of Independent Members

Independent Members means the members of the Governing Body of PMC Commercial that are (i) “independent” of Manager and its Affiliates in accordance with PMC Commercial’s Governing Instruments and the rules of the Principal Exchange and (ii) disinterested with respect to the applicable matter at hand;

Independent Members means members of the Council who are neither staff nor students of the University.

Independent Members means members of Council who are neither members of the Staff nor Students.

Independent Members means a person who does not have or hold any position, contract, or other personal or financial interest (whether directly or indirectly) with or in the IAAF.

Independent Members has the meaning given in Clause 3.2.3.

Independent Members means those Members described in Clause

Independent Members means members of the Corporation who are appointed pursuant to clause 2(1)(a);