Qualifying Director definition

Qualifying Director means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

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Qualifying Director means a person who is (i) with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act; and (ii) with respect to actions intended to obtain the exception for performance-based compensation under 162(m) of the Code, an “outside director” within the meaning of Section 162(m) of the Code.

Qualifying Director means (i) any Person designated by any Qualifying Owner as its representative on the Board, (ii) so long as Qualifying Owners own a majority of the ownership interests of GP LLC entitling the holders thereof to vote in elections for directors of GP LLC, any Person elected by a majority of such owners of GP LLC entitled to vote thereon, and (iii) the chief executive officer of GP LLC, and "Qualifying Owner" means Plains Resources Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, EnCap Investments LLC, Sable Minerals, or any Affiliate of any of the foregoing.

Examples of Qualifying Director in a sentence

• However, the fact that any member of such committee or subcommittee shall fail to qualify as a Qualifying Director shall not invalidate any action that is otherwise valid under the Plan.

• To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act, be a Qualifying Director.

• However, the fact that a Committee member shall fail to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

• As used herein, Qualifying Director means (i) any member of the Board of Directors as of the date hereof and (ii) any Person elected to fill a vacancy created by the death, resignation, failure to stand for reelection or removal of any Person described in clause (i) and this clause (ii) whose nomination or election was approved by a majority of the Persons described in clause (i) and this clause (ii) who were serving on the Board of Directors at the time of such nomination or election.

• The Company has made available to Parent drafts of all Contracts governing the Qualifying Director Shares.

More Definitions of Qualifying Director

Qualifying Director means a person who (i) is serving as a director of the Company at the close of business on the date of a “Qualifying Annual Meeting,” or is elected as a director of the Company after each such date and before the next following annual meeting of shareholders of the Company and is designated by the Board of Directors to participate in the Plan and (ii) has been designated by the Board of Directors as an “independent director” as determined for purposes of Article III, Section 3 of the Bylaws of the Company as from time to time in effect or, although not so designated, is not an officer or employee of the Company or any subsidiary of the Company and does not otherwise participate in the management of the Company and has been designated by the Board of Directors to participate in the Plan.

Qualifying Director means a director who:

Qualifying Director means a person who is (i) a member of the Board, (ii) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (iii) only to the extent determined by the Committee to be applicable, an “outside director” within the meaning of Section 162(m) of the Code.

Qualifying Director means a person who is (i) a member of the Board, and (ii) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

Qualifying Director means any director who (a) is elected by a majority of the members of the board of directors of the Issuer who were directors immediately prior to the event that caused the change in directorships and (b) is not a "person" or member of a "group" of persons, or an "affiliate" or "associate" of any "person" or "group" member, or an "associate" of an "affiliate" of any such "person" or "group" member, which "person" or "group" of persons, together with all of their respective "affiliates" and "associates" and all "associates" of their respective "affiliates" (other than a "person" or "group" of persons or an "affiliate" or "associate" of such "person" or "group" of persons or an "associate" of such "affiliate" in each case which is affiliated with the Issuer or any Subsidiary) comprise a majority of the board of directors of the Issuer.

Qualifying Director means a person who is (i) with respect to actions intended to obtain an exemption from Section 16(b) of

Qualifying Director means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.