Relevant Directors definition

Relevant Directors means the Chief Executive Officer, as well as the individuals who by holding a position, post or commission in the Company or in the entities Controlled by the Company or Controlling such Company, make decisions that significantly transcend the administrative, financial, operational or legal position of the Company or the Corporate Group to which it belongs, without comprising within this definition the members of the Board of Directors or of the board of directors of the concerned Person.
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Relevant Directors means (1) with respect to any time prior to the date set forth in Section 8.1(c) of the Merger Agreement, a member of the Board of Directors who is not an Acquiring Person or an affiliate or representative thereof, who is not an officer of the Company and who either (a) was a member of the Board of Directors prior to March 9, 1998 or (b) subsequently became a member of the Board of Directors and whose election is approved or recommended by a majority of the Board of Directors, including a majority of the Relevant Directors then in office and (2) with respect to any other time, a member of the Board of Directors who is not an Acquiring Person or an affiliate or representative thereof and who is not an officer of the Company. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be represented by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons becoming an Acquiring Person, the Board of Directors of the Company may cause the Company to redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). However, the Board of Directors may not redeem the Rights unless (i) at the time of the action of the Board of Directors approving such redemption, these are in office not less than two Relevant Directors and (ii) such action is approved by a majority of the Relevant Directors then in office. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that (i) from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights and (ii) amendments may only be made if (i) at the time the Board of Directors approves such amendments, there ar...
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Relevant Directors the Investor Directors and the Director appointed by Genaissance (if any) pursuant to article 11.5 of the New Articles;
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Examples of Relevant Directors in a sentence

  • Any further Directors to retire shall be those of the other Relevant Directors who have been longest in office since their last re-election or appointment and so that, as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

  • The Relevant Directors are fully aware of their fiduciary duty to the Company, and will abstain from voting on any matter where there is, or there may be, a conflict of interest.

  • For these purposes, "Relevant Directors" means all the Directors for the time being excluding any Directors who are due to retire at that annual general meeting under Article 114.

  • Support Staff Professional/Technical Advice:• Strategic Planning Officer (Heritage)• Regional Heritage Advisor• Relevant Directors and Managers as required Executive Officer:• Director Planning and Development ServicesContact Details: malo@bunbury.wa.gov.au 9792 7034 Nominated Budget Officer • Director Planning and Development Services Term of Office The term for a ‘Standing Committee’ of the Council is ongoing.

  • In giving the above recommendation, the Relevant Directors have not had regard to any general or specific investment objectives, financial situations, tax positions or particular needs or constraints of any individual Shareholder or any specific group of Shareholders.

  • At each annual general meeting a minimum number equal to one-third of the number of Relevant Directors (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office.

  • Nevertheless, the Relevant Directors must still assume responsibility for the accuracy of the facts stated and opinions expressed in documents or advertisements issued by, or on behalf of, the Company to the Shareholders in connection with the Exit Offer.

  • If the Spill Resolution is passed, members should note that each of the Relevant Directors intends to stand for re-election at the Spill EGM.

  • The Relevant Directors are also the directors of certain holding companies of the Competing Business.

  • Shareholders are advised that by voting in favour of the Share Purchase Mandate, they are waiving their rights to a takeover offer by the Relevant Directors and persons acting in concert with them (including the Relevant Parties) in the circumstances set out above.


More Definitions of Relevant Directors

Relevant Directors means Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxx being certain directors of the Purchaser; "SERIF INC." means Serif Inc., being a wholly owned subsidiary of the Company further details of which are set out in Part II of Schedule 1;
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Relevant Directors means, for the purposes of Resolutions 4 and 5, Mr Kaijian Chen and Mr Phillip Campbell respectively;
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Related to Relevant Directors

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

  • 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 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).

  • 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.

  • Incumbent Directors means directors who either (A) are directors of the Company as of the date hereof, or (B) are 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 shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

  • Investor Directors has the meaning set forth in Section 2(a).

  • 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.

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

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

  • Board Committee means those individual Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article V and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

  • Directors means the directors for the time being of the Company.

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

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

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

  • 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.

  • Nominations Committee means the nominations committee established pursuant to Article 100(k).

  • the Board means the board of directors of the Company;

  • the Directors means save as otherwise defined at Article 6.9 the directors of the Company (and “Director” means any one of those directors);

  • Supervisory Board means the individual or group of individuals that

  • Management Board means the management board of the Company.

  • Board Chair means the chair of the Board;

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

  • 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.

  • 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 Certificate of Incorporation, the Stockholders Agreement or otherwise.