Initial Director definition

Initial Director means those individuals serving as the directors of Company immediately after Company ceased to be wholly-owned by Xxxx Xxx Corporation; provided, however, that any individual who becomes a director of Company at or after the first annual meeting of stockholders of Company whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the Initial Directors then comprising the Board (or by the nominating committee of the Board, if such committee is comprised of Initial Directors and has such authority) shall be deemed to have been an Initial Director; and provided further, that no individual shall be deemed to be an Initial Director if such individual initially was elected as a director of Company as a result of: (1) an actual or threatened solicitation by a Person (other than the Board) made for the purpose of opposing a solicitation by the Board with respect to the election or removal of directors; or (2) any other actual or threatened solicitation of proxies or consents by or on behalf of any Person (other than the Board).

Initial Director means those individuals serving as the directors of Company as of the date of this Agreement; provided, however, that any individual who becomes a director of Company at or after the first annual meeting of stockholders of Company following the date of this Agreement whose election, or nomination for election by Company’s stockholders, was approved by the vote of at least a majority of the Initial Directors then comprising the Board (or by the nominating committee of the Board, if such committee is comprised of Initial Directors and has such authority) shall be deemed to have been an Initial Director; and provided further, that no individual shall be deemed to be an Initial Director if such individual initially was elected as a director of Company as a result of: (1) an actual or threatened solicitation by a Person (other than the Board) made for the purpose of opposing a solicitation by the Board with respect to the election or removal of directors; or (2) any other actual or threatened solicitation of proxies or consents by or on behalf of any Person (other than the Board).

Initial Director means a Director named in the Certificate of Formation and seated for formation of the Corporation.

Examples of Initial Director in a sentence

• Notwithstanding the provisions of Section 5(b) above, Periodic Grants will not be granted to a Non-Employee Director during the calendar year in which the Non‑Employee Director receives his or her Initial Director Grant.

• If an Initial Director is qualified to be an Independent Director and elected by the membership, such Director’s term as an Initial Director shall not be counted for purposes of term limits.

• Each person first elected or appointed as a Non‑Employee Director on or after the Effective Date, shall be granted, as of the close of business on the date of the first regular meeting of the Board held on or after the date of such Non-Employee Director’s election or appointment, an Initial Director Grant of 4,200 Restricted Shares or 4,200 Stock Units, in such form as the Non‑Employee Director shall have elected pursuant to Section 7.

• Notwithstanding the foregoing sentence, a person who was an employee of the Company or any of its subsidiaries or affiliates at any time within three years before becoming a Non-Employee Director shall not be entitled to receive an Initial Director Grant.

More Definitions of Initial Director

Initial Director s Grant” means the grant of an Award of up to 2,000 Units, made at the time such Director Participant is first elected or appointed to the Board, as set forth in Section 5(a) hereof.

Initial Director has the meaning set forth in Section 6.1.

Initial Director means those individuals serving as the directors of Company immediately after Company ceased to be wholly-owned by Xxxx Xxx Corporation; provided, however, that any individual who becomes a director of Company at or after the first annual meeting of stockholders of Company whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the Initial Directors then comprising the Board (or by the nominating committee of the Board, if such committee is comprised of Initial Directors and has such authority) shall be deemed to have been an Initial Director; and provided further, that no individual shall be deemed to be an Initial Director if such individual initially was elected as a director of Company as a result of: (1) an actual or threatened solicitation

Initial Director has the meaning set forth in Section 6.1 hereof.

Initial Director means a Non-Employee Director of DRS who is a member of the Board of Directors on the Effective Date.

Initial Director means a person who is a Non-Employee Director at the date of requisite approval of this Plan by the shareholders of the Company.

Initial Director means the Independent Directors serving immediately after the IPO Effective Date.