Recused Directors definition

Recused Directors means the members of the Company Board listed on Section A.2 of the Company Disclosure Schedule.
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Recused Directors means J. Xxxxx Xxxx and Xxxx X. Xxxx.
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Recused Directors means the members of the Neptune Board listed on Schedule IV.
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Examples of Recused Directors in a sentence

  • Except as otherwise provided by law, by the Restated Certificate of Incorporation, or by these By-Laws, the affirmative vote of a majority of the Directors present at a meeting (excluding Recused Directors) at which a quorum is present shall be the act of the Board of Directors.

  • The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors then appointed (excluding for these purposes any Recused Director(s)) which shall be required to include the Founder for so long as he is a Director and not a Recused Director.

  • Unanimous of those present.Vote:Ayes: Directors: Judd, Rockenstein, Levine, and Carroll Noes: Directors: NoneAbstain: Directors: None Absent: Directors: Ives Recused: Directors: None Vote: 4/0/0/1/0 REPORTS:1.

  • The Recused Directors have recused themselves from participating in any discussions or evaluation of the Proposed Transaction by the Transaction Capital Board committee.The Board (excluding the Recused Directors) has considered the terms and conditions of the Proposed Transaction and the Agreement.

  • Absent: Director Ives Vote:Ayes: Directors: Rockenstein, Judd, Levine, and Carroll Noes: Directors: NoneAbstain: Directors: None Absent: Directors: Ives Recused: Directors: None Vote: 4/0/0/1/0 REPORTS: 1.

  • Except as otherwise provided by law, by the Restated Certificate of Incorporation, or by these Bylaws, the affirmative vote of a majority of the Directors present at a meeting (excluding Recused Directors) at which a quorum is present shall be the act of the Board of Directors.

  • Defendants concede that the three Recused Directors would have been interested for demand futility purposes.127 Under Zuckerberg prong one, demand would have been futile as to those directors because their affiliation with Riverstone caused them to receive “a material personal benefit from the alleged misconduct that is the subject of the litigation demand.”128 The question is therefore whether the remaining seven directors could have fairly considered a demand.

  • Beyond the three Recused Directors, there are seven remaining Director Defendants.

  • Recused Directors means all the Directors other than Guadalupe de la Vega, Eduardo Cepeda and Hector Rangel.

  • It appears the Board was responsible for negotiating the terms of the Challenged Transaction in the first instance.19 Because Sellers were known Riverstone affiliates, the Recused Directors did not participate in Board meetings discussing the Challenged Transaction and did not vote on it.


More Definitions of Recused Directors

Recused Directors means the members of the Company Board listed on Section A of the Company Disclosure Schedule. Term Section Acquisition Proposal 6.2(c) Action 5.1(j) Affiliate 5.1(n)(iv)(A) Agreement Preamble Alternative Acquisition Agreement 6.2(d)(v) Antitrust Law 6.6(f) Applicable Date 5.1(f)(i) Bankruptcy and Equity Exception 5.1(c)(i) Benefit Plans 5.1(l)(i) Book-Entry Shares 4.1(a) Business Day 1.2 Bylaws 2.2 Change of Recommendation 6.2(d)(v) Charter 2.1 Chosen Courts 9.5(a) Closing 1.2 Closing Date 1.2 Code 4.2(h) Company Preamble Company 401(k) Plan 6.10(f) Company Board Recitals Company Disclosure Schedule 5.1 Company Option 4.3(a)(i) Company Production Breweries 5.1(h)(i) Company Recommendation 5.1(c)(iii)(B) Company Reports 5.1(f)(i) Company RSU Award 4.3(b) Company Severance Plan 6.10(a) Company Shareholder Approval 6.2(b) Company Shareholders Meeting 6.4(a) Company Termination Fee 8.2(c) Constituent Corporations Preamble Continuing Employee 6.10(a) Contract 5.1(e)(ii) D&O Insurance 6.12(c) Dissenting Shares 4.1(a) DOJ 6.6(b) DTC (i) Effective Time 1.3 Employees 5.1(l)(i) Environmental Law 5.1(q) ERISA 5.1(l)(i)
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Recused Directors means the Founders having declared personal financial interest pursuant
Sample 1
Recused Directors means the members of the Company Board listed on Section A of the Company Disclosure Schedule. Term Section Acquisition Proposal 6.2(c) Action 5.1(j) Affiliate 5.1(n)(iv)(A) Agreement Preamble Alternative Acquisition Agreement 6.2(d)(v) Antitrust Law 6.6(f) Applicable Date 5.1(f)(i) Bankruptcy and Equity Exception 5.1(c)(i) Benefit Plans 5.1(l)(i) Book-Entry Shares 4.1(a) Business Day 1.2 Bylaws 2.2 Change of Recommendation 6.2(d)(v) Charter 2.1 Chosen Courts 9.5(a) Closing 1.2 Closing Date 1.2 Code 4.2(h) Company Preamble Company 401(k) Plan 6.10(f) Company Board Recitals Company Disclosure Schedule 5.1 Company Option 4.3(a)(i) Company Production Breweries 5.1(h)(i) Company Recommendation 5.1(c)(iii)(B) Company Reports 5.1(f)(i) Company RSU Award 4.3(b) Company Severance Plan 6.10(a) Company Shareholder Approval 6.2(b) Company Shareholders Meeting 6.4(a) Company Termination Fee 8.2(c) Constituent Corporations Preamble Continuing Employee 6.10(a) Contract 5.1(e)(ii) D&O Insurance 6.12(c) Dissenting Shares 4.1(a) DOJ 6.6(b) DTC (i) Effective Time 1.3 Employees 5.1(l)(i) Environmental Law 5.1(q) ERISA 5.1(l)(i) ERISA Affiliate 5.1(l)(v) ERISA Plan 5.1(l)(iii) Exchange Act 5.1(e)(i) Excluded Disclosure 5.1 Excluded Shares 4.1(a) First Extended Outside Date 8.1(a) FTC 6.6(b) Governmental Authority 5.1(e)(i) Hazardous Substance 5.1(q) HSR Act 5.1(e)(i) Indebtedness 5.1(n)(iv)(B) Indemnified Parties 6.12(a) Initial Outside Date 8.1(a) Insurance Policies 5.1(w) Intellectual Property Rights 5.1(t) Intervening Event 6.2(e)(ii) IRS 5.1(l)(ii) Knowledge 5.1(f) Kona Brewery 6.1(b)(viii) Laws 5.1(m)(i)(A) Leased Real Property 5.1(o)(i)(D)1 Letter of Transmittal 4.2(c)(i) Lien 5.1(o)(i)(D)2 Material Contract 5.1(n)(i) material weakness 5.1(f)(vi) Merger Recitals Merger Consideration 4.1(a) Merger Sub Preamble Order 5.1(j) Outside Date 8.1(a) Owned Real Property 5.1(o)(i)(B) Parent Preamble Parent Termination Fee 8.2(d) Parties Preamble Party Preamble Paying Agent 4.2(a) Payment Fund 4.2(b) Permits 5.1(m)(ii) Permitted Liens 5.1(o)(i)(D)3 Person 4.2(e) Preferred Shares 5.1(b)(i) Proxy Statement 6.3(a) Real Property 5.1(o)(i)(D)4 Real Property Leases 5.1(o)(i)(D)5 Registered Intellectual Property 5.1(t) Representatives 6.2(a) Requisite Company Vote 5.1(c)(i) Schedule 13e-3 6.3(b) SEC 5.1(f)(i) Second Extended Outside Date 8.1(a) Securities Act 5.1(e)(i) Share Certificate 4.1(a) Shares 4.1(a) significant deficiency 5.1(f)(vi) Special Committee Recitals Specific Business 5....
Sample 1
Recused Directors means Messrs P Klotz, JWL Otty and S Sood and Mesdames AM O’Leary and LS Wood
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Recused Directors means Messrs V Badrinath, M Joseph, JWL Otty, M Pieters and RAW Schellekens having declared personal interest pursuant to section 75(5) of the Act and having recused themselves from participating in the evaluation and decision making of the proposed transaction;
Sample 1

Related to Recused Directors

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • 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.

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

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Investor Directors means Investor Nominees who are elected or appointed to serve as members of the Board in accordance with this Agreement.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the issuance of the Securities; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director).

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • 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 Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • 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.

  • Unaffiliated Director means, for purposes of this Code, a director or honorary director of the Fund who is not a director, officer or employee of the Adviser or an affiliate thereof.

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • Company Board of Directors means the board of directors of the Company.

  • 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 him in a professional capacity; and

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • Qualified Director means a person who, at the time action is to be taken under:

  • Investor Director means a member of the Board who was elected to the Board as an Investor Designee.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.