Required Director definition

Required Director means with respect to Fiat and the VEBA if such Person has a then-current right to appoint, and has appointed, one or more Directors under Section 5.3, one Director so appointed by such Person.
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Examples of Required Director in a sentence

  • Prior to an Initial Public Offering, if any Required Director (as defined in section 2.5) is removed from office pursuant to this section 2.2(h), the stockholder who had the right to nominate such director shall have the right to nominate a director to replace such removed director, subject to, and in accordance with, the terms set forth in the Stockholders Agreement.

  • Unless otherwise provided by Law or this Agreement, the presence of Directors constituting a majority of the voting authority of the whole Board of Directors, including the Required Directors, shall be necessary to constitute a quorum for the transaction of business; provided, however, that any Required Director may waive, in writing, his or her presence to constitute a quorum.

  • The Company shall require each employee of the Company to execute a customary confidential information and invention assignment agreement as a condition of employment, and each consulting agreement by the Company shall contain customary provisions as to consultant invention assignment and confidentiality, unless in each case otherwise approved by the Required Director Approval.

  • Any voting stock so approved by the Required Director Vote or by a shareholder vote shall not count against such 20% limit unless otherwise provided in such approval.

  • Following the date of this Agreement, the Company shall require any individual who becomes an employee, officer or consultant of the Company to execute and deliver the Company’s standard form Proprietary Information and Inventions Assignment Agreement, provided that the Board may amend or modify such form with the Required Director Approval.

  • If employees are permitted to early exercise unvested options or are granted restricted stock awards, unless otherwise approved by the Required Director Approval, the repurchase option shall provide that upon termination of the employment of the stockholder, with or without cause, the Company or its assignee (to the extent permissible under any applicable securities law qualification) shall retain the option to repurchase at the original issuance price thereof any unvested shares held by such stockholder.

  • Unless otherwise determined by a Required Director Approval, the Board will meet at least quarterly.

  • Prior to an Initial Public Offering, if any Required Director (defined below) is removed from office pursuant to this section 2.2(h), the stockholder who had the right to nominate such director shall have the right to nominate a director to replace such removed director, subject to, and in accordance with, the terms set forth in the Stockholders Agreement.

  • All decisions of the Board shall be made at a meeting of the Board, where a quorum is present pursuant to Section 6(e), by a majority vote of the directors present at such meeting which must include the affirmative vote of at least one IPC Required Director.

  • All decisions of a committee of the Board shall be made at a meeting of such committee, where a quorum is present pursuant to Section 6(e), by a majority vote of the directors present at such meeting which must include the affirmative vote of at least one IPC Required Director.

Related to Required Director

  • 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:

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • 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.

  • Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;

  • Qualified Director means a person who, at the time action is to be taken under:

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • 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

  • Unaffiliated Director means, for purposes of this Code, a director or honorary director of the Fund who is not a director, officer or employee of the Adviser or an affiliate thereof.

  • Preferred Directors means the Series A Directors and the Series B Directors.

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

  • 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.

  • 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.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

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

  • Company Director means a member of the Board.

  • 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.

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

  • Public Director means a Person that meets the qualifications described in Rule 207(e).

  • Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

  • 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.

  • 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

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

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