Independent Board Majority definition

Independent Board Majority means a group of directors comprised of (i) a majority of all directors who qualify as Independent Directors at the time of such determination, and (ii) a majority of all directors at the time of such determination.
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Independent Board Majority has the meaning set forth in Section 4.B.3 of Article IV of the Certificate of Incorporation.
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Independent Board Majority means a group of directors composed of (i) a majority of all directors who qualify as Independent Directors at the time of such determination, and (ii) a majority of all directors at the time of such determination.
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Examples of Independent Board Majority in a sentence

  • The Beneficiary shall not support, endorse or otherwise encourage the election of any candidate for election to the Board of Directors other than a candidate or candidates nominated by an Independent Board Majority.


More Definitions of Independent Board Majority

Independent Board Majority has the meaning set forth in Section 4.B.3 of Article IV of the Certificate of Incorporation. (v) "Marks" has the meaning set forth in Recital B hereof. (w) "Ownership Limit" has the meaning set forth in Section 1 of Article VII of the Certificate of Incorporation. (x) "Person" means any individual, firm, partnership, corporation (including, without limitation, a business trust), limited liability company, trust, unincorporated association, joint stock company, joint venture or other entity, and shall include any successor (by merger or otherwise) of any such entity. (y) "Registration Rights Agreement" means that certain Registration Rights Agreement, of even date herewith, by and between the Company and the Beneficiary. (z) "Registration Statement" has the meaning set forth in Section 1 of the Registration Rights Agreement. (aa) "Reorganization Agreement" has the meaning set forth in Recital A hereof. (bb) "Share-Rights" has the meaning set forth in Section 1 of the Registration Rights Agreement. (cc) "Successor Trustee" has the meaning set forth in Section 8.04 hereof. (dd) "Three Year Divestiture Deadline" means the third anniversary of the Closing Date, extended day for day, up to a maximum of three hundred sixty five (365) days, for each day the Company is not required to file a Registration Statement (i) in response to an actual Demand pursuant to Section 2(d)(iii) of the Registration Rights Agreement as a result of the Company having previously effected a registration of Common Stock, provided that there shall be no such extension if the Company is not required to file a Registration Statement pursuant to said Section 2(d)(iii) because the Company previously effected a registration of Common Stock wherein the Beneficiary exercised its Share-Rights and received proceeds from the sale of its shares; or (ii) as a result of the pendency of any Blackout Period. (ee) "Trustee" has the meaning set forth in Preamble hereof. (ff) "Voting Power" has the meaning set forth in Section 1 of Article VII of the Certificate of Incorporation. (gg) "Voting Trust" has the meaning set forth in Recital E hereof. (hh) "Voting Trust Ownership Limit" means that number of shares of Capital Stock one share lower than the number of shares of Capital Stock which would represent five percent (5%) of the Voting Power of all shares of Capital Stock issued and outstanding at the time of determination.
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Related to Independent Board Majority

  • Independent Board Committee means the independent board committee of the Company

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager or any Person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” in accordance with the NYSE’s corporate governance listing standards (or the rules of any other national securities exchange on which the Common Stock is listed).

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

  • Management Board means the management board of the Company.

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • Independent Committee means a committee of the board of directors of the General Partner made up of directors that are “independent” of Brookfield and its Affiliates, as contemplated by applicable securities Laws;

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

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Supervisory Board means the individual or group of individuals that

  • Parent Board means the board of directors of Parent.

  • 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.

  • Board of Directors or Board means the Board of Directors of Betex India Limited, as constituted from time to time.

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

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 116;

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution. Act and Interpretation Act Definitions Applicable

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.7

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • 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.