Disinterested Board definition

Disinterested Board means the board of directors of the Corporation excluding those members of the board of directors, if any, who are parties to agreements or arrangements identical to or substantially similar to this Agreement.
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Disinterested Board means a majority of the directors of the Company who are not named as a proposed transferee in a Notice of Offer (as defined in Section 3.1), or any Affiliate of any Shareholder named as a proposed transferee in a Notice of Offer, serving as directors of the Company.
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Disinterested Board means the Board of Directors of the Company excluding those members of the Board of Directors, if any, who are parties to agreements or arrangements identical to or substantially similar to this Agreement.
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Examples of Disinterested Board in a sentence

  • If the Board determines that Nationwide is responsible for causing or creating said conflict, Nationwide shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the Disinterested Board Members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict.

  • If a majority of the Board, or a majority of Disinterested Board Members, determines that a material irreconcilable conflict exists with regard to contract owner investments in the Fund, the Board shall give prompt notice to all Insurance Companies participating in the Fund (“Participating Companies”).

  • This Plan may continue in effect for longer than one year after its approval by the shareholders of the Fund only as long as such continuance is specifically approved at least annually by Board Approval and by Disinterested Board Member Approval.

  • If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members.

  • If the Committee consists of fewer than three Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least three Disinterested Board Members.

  • The Plan shall be administered by the members of the Compensation Committee of the Company who are Disinterested Board Members.

  • This Plan may not be amended in any material respect without Board Approval and Disinterested Board Member Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the outstanding voting securities of Class C shares of the Fund.

  • This Plan may not be amended in any material respect without Board Approval and Disinterested Board Member Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the outstanding voting securities of Class A shares of the Fund.

  • Annually, the Boards, including a majority of the Disinterested Board Members, shall approve this Code and any material changes to the Code.

  • The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of section 162(m) of the Code and Rule 16b-3 promulgated under the Exchange Act.


More Definitions of Disinterested Board

Disinterested Board means the committee of non-interested members of the board of directors of WCC constituted to approve the Merger in accordance with this Agreement.
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Related to Disinterested Board

  • 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.

  • Disinterested means disinterested within the meaning of any applicable regulatory requirements, including Rule 16b-3.

  • 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 Person means a director who has not, during the period that person is a member of the Committee and for one year prior to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary or Affiliate of the Company, except in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is amended from time to time and as interpreted by the SEC.

  • Disinterested Quorum means a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.

  • 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.

  • 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 Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Disinterested Trustee means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • 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.

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

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

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

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

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

  • 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.

  • 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.

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors who (i) was a member of such Board of Directors on the date of the Agreement or (ii) 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.

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

  • Parent Board means the board of directors of Parent.

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Board of Director or “Board” means the Board of Directors of Omaxe Limited, as constituted from time to time.