Knight Directors definition

Knight Directors means the four persons selected by the Board of Directors of Knight prior to the Effective Time who are all currently members of the Board of Directors of Knight; provided, that such persons shall include Xxxxxx X. Xxxxx; provided, further, that at least three of the Knight Directors shall satisfy the independence requirements of the NYSE and the Organizational Documents of the Company (each an “Independent Director”); and “GETCO Directors” means (i) the two persons selected by Blocker prior to the Effective Time, (ii) Xxxxxxx Xxxxxxx and (iii) Xxx Xxxxxxx; provided, that at least two of the GETCO Directors shall be Independent Directors. In the event that, prior to the Effective Time, any person so selected to serve on the Board of Directors of the Company after the Effective Time is unable or unwilling to serve in such position, the Board of Directors that selected such person shall designate another Person to serve in such person’s stead in accordance with the provisions of the immediately preceding sentence. On or prior to the Effective Time, the Company, Knight, Blocker and GETCO shall take such actions as are necessary to effect the Board composition of the Company contemplated by this Section 1.9.

Knight Directors means, collectively, at any given time, each person serving as a Director of the Corporation who is (i) a Director as of the Effective Time nominated to be a Director by the Board of Directors of Knight prior to the Effective Time or (ii) an additional Director who took office after the Effective Time and who was nominated by the Knight Directors Committee pursuant to Section 3(a) of this Article V.

Examples of Knight Directors in a sentence

Neither the Knight Directors nor the GETCO Directors will take any action that would cause them to fail to remain in compliance with the Independent Director Requirement.
During the Specified Period and subject to the Independent Director Requirement, the Knight Directors Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, Directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Knight Director.
Effective as of the Effective Time, the Board of Directors of the Corporation shall be comprised of nine Directors, of which four shall be Knight Directors (which shall include Mr. Joyce and at least three Independent Directors) and five of which shall be GETCO Directors (which shall include Mr. Coleman and at least two Independent Directors).
At the end of the Specified Period, the Knight Directors Committee shall be automatically disbanded.
The Knight Directors Committee shall, in consultation with the GETCO Directors Committee, have all the power and may exercise all the authority of the Board of Directors to (i) fill all vacancies on the Board of Directors created by the cessation of service of a Knight Director and (ii) to nominate Directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Knight Director.
The Board of Directors shall establish a Knight Directors Committee, which shall be comprised of all the Knight Directors.

Related to Knight 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.
Investor Directors has the meaning set forth in Section 2(a).
Preferred Directors means, collectively, the Series A Directors and the Series B Director.
Directors means the directors for the time being of the Company.
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 Company’s Certificate of Incorporation, the Stockholders Agreement or otherwise.
Executive Directors means a person appointed as director directly accountable to the municipal manager.
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 that person in a professional capacity; and
Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.
Company Board of Directors means the board of directors of the Company.
New Director means an individual whose election by the Board or 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 either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.
Non-Executive Directors means the Directors who are not in whole time employment of the Company.
Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.
Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.
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.
Managing Directors means Mrs Maria Chr. van der Sluijs-Plantz, Mrs Thérèse F.C. Wijnen and Mr Hubertus P.C. Mourits or such other person(s) who may be appointed as Managing Director(s) of the Issuer from time to time.
Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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;
Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.
Parent Board means the board of directors of Parent.
Deputy Director means the Deputy Director of the Authority, as the case may be.
Management Board means the management board of the Company.
Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.
Board Chair means the chair of the Board;