Unaffiliated Director definition

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.

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Unaffiliated Director means any member of the Board of Directors who is unaffiliated with the person beneficially owning shares in excess of the Limit (the “10% Beneficial Owner”) and was a member of the Board of Directors prior to the time that the 10% Beneficial Owner” became a 10% Beneficial Owner, and any Director who is thereafter chosen to fill any vacancy of the Board of Directors or who is elected and who, in either event, is unaffiliated with the 10% Beneficial Owner and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Unaffiliated Directors then on the Board of Directors.

Unaffiliated Director has the meaning set forth in Section 3.1(a).

Examples of Unaffiliated Director in a sentence

• If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors.

• If, at that time, at least two (2) Alfa Directors and two (2) Telenor Directors propose to the Nominating Committee that the three (3) then-current Unaffiliated Directors each serve another term as a Director, and each Unaffiliated Director agrees to serve another term as a Director, then the Nominating Committee shall accept such recommendation.

• During the Standstill Period, the Finance Committee of the Board of Directors shall be comprised of three (3) members, consisting of the Company’s Chief Executive Officer, one (1) Designee, and one (1) Unaffiliated Director and the Chairperson of the Finance Committee shall be the Company’s Chief Executive Officer.

• Following the selection at a Special Election General Meeting and appointment of an Unaffiliated Director as a member of the Compensation Committee, if both of the two (2) candidates for CEO who have been previously proposed to and considered by the Board in accordance with Section 4.03(c) and Section 4.07(g)(iii) are still under consideration, a meeting of the Compensation Committee shall be held as soon as practicable at which such candidates shall be considered by the Compensation Committee.

• At a Special Election General Meeting, the Unaffiliated Director receiving the highest number of affirmative votes of the issued and outstanding Shares held by Independent Shareholders participating (in person or by proxy) in such Special Election General Meeting shall be selected as the designated member of the Compensation Committee.

More Definitions of Unaffiliated Director

Unaffiliated Director means a member of the Board who is not an employee of the Company or any of its subsidiaries and who is (a) independent from the Purchaser and its Affiliates, (b) not an Affiliate (including an employee, director or officer) of the Purchaser or the Parent, and (c) has not received any material consideration from the Purchaser or its Affiliates or entered into any agreement, arrangement or understanding (whether written or oral) to receive any material consideration from the Purchaser or its Affiliates.

Unaffiliated Director means any member of the Board of Directors of the Company who is unaffiliated with, and not a representative of, an Interested Shareholder and who was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder or became a member subsequently to fill a vacancy created by an increase in the size of the Board of Directors and did receive the favorable vote of two-thirds (2/3) of the Disinterested Directors in connection with being nominated for election by the shareholders to fill such vacancy or in being elected by the Board of Directors to fill such vacancy, and any successor of a Disinterested Director who is unaffiliated with, and not a representative of, the Interested Shareholder and is recommended or elected to succeed a Disinterested Director by a majority of the Disinterested Directors then on the Board of Directors.

Unaffiliated Director means a director that is independent for purposes of the Audit Committee of the Board under the NYSE Rules, the Exchange Act and SOX.

Unaffiliated Director means a Director who is not an Investor Director.

Unaffiliated Director means any director who (a) does not own greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (b) within the last two years has not directly or indirectly (i) been an officer of or employed by the Corporation or any of its respective affiliates, (ii) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (iii) had any material business or professional relationship with the Corporation other than as a director of the Corporation. “de minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation to themselves and to the Corporation.

Unaffiliated Director means a director that meets the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Unaffiliated Director means any director who (a) does not own greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) and (b) within the last two years has not directly or indirectly (i) been an officer of or employed by the Corporation, Brookfield Asset Management ULC or any of their respective affiliates, (ii) performed more than a de minimis amount of services for the Corporation, Brookfield Asset Management ULC or any of their affiliates, or (iii) had any material business or professional relationship with the Corporation or Brookfield Asset Management ULC or their affiliates other than as a director of the Corporation or any of their affiliates. “de minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation or Brookfield Asset Management ULC to themselves and to the Corporation or Brookfield Asset Management ULC.