Disinterested Member definition

Disinterested Member means, with respect to any transaction or series of related transactions, a member of the Company’s Board of Directors who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and is not an Affiliate, or an officer, director, member of a supervisory, executive, or management board, or employee of any Person (other than the Company or a Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

Disinterested Member means, with respect to any transaction, a member of the Company’s Board of Directors who does not have any material direct or indirect financial interest (other than as an owner of Equity Interests in the Company or as an officer, manager or employee of the Company or any Restricted Subsidiary) in or with respect to such transaction and is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Company or a Restricted Subsidiary), who has any direct or indirect financial interest in or with respect to such transaction.

Disinterested Member means a member who, at the time action is to be taken under:

Examples of Disinterested Member in a sentence

• In the absence or disqualification of a Disinterested Member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified Disinterested Member.

• In the absence or disqualification of a Disinterested Member, the member or members present at any such committee meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified Disinterested Member.

• Accordingly, if either Member (the "Disinterested Member") wishes to cause the Company to take any action or to enforce any rights or remedies against the other Member (the "Interested Member") or its Affiliates under any of the Ancillary Agreements, or to forebear from taking any such action or from asserting such rights or remedies), and such action (or forbearance) is not Approved by the Board, the provisions of this Section 5.18 shall become applicable.

• As to each member of a committee that is not a director that FP or TBW are entitled to designate to such committee (each, a "DISINTERESTED MEMBER"), the Board of Directors may designate a Disinterested Member as an alternate member of any committee, who may replace any absent or disqualified Disinterested Member at any meeting of the committee.

• The decision by a Disinterested Member whether to approve a proposed Transfer of an Offered Interest shall be in such Member's sole and absolute discretion.

More Definitions of Disinterested Member

Disinterested Member means, with respect to any transaction or series of related transactions, a member of the Company’s Board of Directors who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Company or a Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

Disinterested Member means a Member who is not the Member whose Membership Interest is to be transferred as provided in Article VIII or the proposed transferee of such Membership Interest.

Disinterested Member means, with respect to any Transaction, a member of the Issuer’s Board of Directors: (1) who does not have any material direct or indirect financial interest (other than as an owner of Equity Interests in the Issuer or as an officer, manager or employee of the Issuer or any Restricted Subsidiary) in or with respect to such Transaction, and (2) is not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee, of any Person (other than the Issuer or a Restricted Subsidiary), who has any direct or indirect financial interest in or with respect to such Transaction.

Disinterested Member or "Disinterested Manager" means a Member or Manager, respectively who at the time of an evaluation referred to in Section 3.4.3(d) is not:

Disinterested Member means, with respect to any transaction, a member of the Board of Directors having no material financial interest in or with respect to such transaction. A member of the Board of Directors shall not be deemed to have such a financial interest solely by reason of such member's holding Capital Stock of the Company or any parent thereof or any options, warrants or other rights in respect of such Capital Stock.

Disinterested Member shall have the meaning set forth in Section 5.18 hereof.

Disinterested Member means, with respect to any Potential Conflict Agreement, activity, transaction or loan (as applicable), any Member (including any of whose Affiliates) who or that: (i) is not a party to such agreement, activity, transaction or loan; and/or (ii) does not derive any benefit, or have any beneficial or other economic interest, in any such agreement, activity, transaction or loan (other than by reason of such Member being a member of the Company).