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.
Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;
Company Board of Directors means the board of directors of the Company.
Investor Directors has the meaning set forth in Section 2(a).
Investor Designee shall have the meaning set forth in Section 5(a).
Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Company’s Certificate of Incorporation, the Stockholders Agreement or otherwise.
Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and
Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.
New Director means an individual whose election by the Board or 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 either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.
Purchaser Board means the board of directors of the Purchaser.
Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.
Nomination Committee means the nomination committee of the Board established in accordance with Article 116;
Parent Board means the board of directors of Parent.
Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.
Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.
SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.
Transition Committee shall have the meaning set forth in Section 2.14.
Nominations Committee means the nominations committee established pursuant to Article 100(k).
Purchaser Designee means each individual then serving on the Board of Directors pursuant to the exercise of the Purchaser’s rights pursuant to Section 4.07(a) and/or Section 4.07(e), together with any designee(s) of the Purchaser who is then standing for election to the Board of Directors pursuant to Sections 4.07(a) and (b) or who is being proposed for election by the Purchaser pursuant to Section 4.07(e).
Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
Preferred Directors means, collectively, the Series A Directors and the Series B Director.
The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;