Member Nominee definition

Member Nominee means each person whom a Member proposes to nominate for election as a Director;
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Member Nominee means a person nominated to serve on the Board bya Member.
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Member Nominee means either (a) a person nominated by a member in accordance with these articles to enjoy or exercise all or any specified rights of
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Examples of Member Nominee in a sentence

  • If the Permitted Number is not reached after the highest ranking Member Nominee who meets the requirements of this Article 155.2 from each Eligible Holder has been selected, then the next highest ranking Member Nominee who meets the requirements of this Article 155.2 from each Eligible Holder will be selected for inclusion in the Company’s proxy materials, and this process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

  • Each Member and the Company hereby grants an irrevocable proxy (which shall be coupled with an interest) and power of attorney to any nominee of the Members holding a majority of the Percentage Interests (which may be a Member) (the “Member Nominee”) to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by such Member Nominee to effectuate the consummation of any such Sale of the Company.

  • The Member Nominee must submit all completed and signed questionnaires required of the Company’s nominees and provide to the Company such other information as it may reasonably request no later than the earlier of (x) five business days after request of the Company and (y) the last date on which a Member Notice would be timely submitted under this Bye-law.

  • Voting Arrangement” means each agreement, arrangement or understanding (whether written or oral) with the effect or intent of increasing or decreasing the voting power of, or that contemplates any Person voting together with, any Covered Person with respect to any capital stock of the Company, Member Nominee or other proposal.36B.

  • Any Eligible Holder submitting more than one Member Nominee for inclusion in the Company’s proxy materials pursuant to this Article 155.2 shall rank such Member Nominees based on the order in which the Eligible Holder desires such Member Nominees to be selected for inclusion in the Company’s proxy materials in the event that the total number of Member Nominees submitted by Eligible Holders pursuant to this Article 155.2 exceeds the Permitted Number.

  • Any Member Nominee who is included in the Company’s proxy materials for a particular annual general meeting but either (i) withdraws from or becomes ineligible or unavailable for election at the annual general meeting, or (ii) does not receive at least twenty-five percent (25%) of the votes cast in favour of such Member Nominee’s election, will be ineligible to be a Member Nominee pursuant to this Article 155.2 for the next two (2) annual general meetings.

  • If the Authorised Number is not reached after the highest ranking Member Nominee has been selected from each Eligible Member for any reason (including because a Member Nominee does not satisfy the eligibility requirements in this Bye-law), this selection process shall continue as many times as necessary, following the same order each time, until the Authorised Number is reached through the selection of Member Nominees who satisfy the eligibility requirements in this Bye-law.

  • Upon completion of the Acquisition of the Acquirees, and at each annual meeting of shareholders for the purpose of electing directors, DOGN agrees to nominate one individual person (the "Member Nominee") to the board of directors of DOGN.

  • Nothing in this Bye-law shall limit the Company’s ability to solicit against and include in its proxy materials its own statements relating to any Eligible Member or Member Nominee.

  • The Members (other than the Member Nominee and its Affiliates) hereby indemnify, defend and hold the Member Nominee harmless (severally and in accordance with their pro rata share of the consideration received in any such Sale of the Company (and not jointly or severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the proxy and power of attorney granted hereby.


More Definitions of Member Nominee

Member Nominee has the meaning set forth in Section 8.5(c).
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Member Nominee is defined in Paragraph 6.9.1.
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Related to Member Nominee

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Investor Designee shall have the meaning set forth in Section 5(a).

  • Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):

  • 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 him in a professional capacity; and

  • Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

  • 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.

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Company Director means a member of the Board.

  • Deputy Director means the Deputy Director of the Authority, as the case may be.

  • 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.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Board Member means a member of the Board.

  • relevant director means any director or former director of the company or an associated company;

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • Advisory Board Member means a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.

  • Incumbent Director means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors 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.

  • Nominated Company means a company selected by the Lenders’ Representative and proposed to the Authority for substituting the Concessionaire in accordance with the provisions of the Substitution Agreement;

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Continuing Director means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

  • 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.

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

  • Investor Director means a member of the Board who was elected to the Board as an Investor Director Designee.