Unaffiliated Directors definition

Unaffiliated Directors means those members of the Board of Directors of the Company who are not officers or employees of the Company nor officers, directors or Affiliates of the Manager.

Unaffiliated Directors means the Directors of the Company who are not affiliated, directly or indirectly, with an Advisor of the Company, whether by ownership of, ownership interest in, employment by, any material business or professional relationship with, or service as an officer or director of, such Advisor or an affiliated business entity of such Advisor. Unaffiliated Directors shall also mean those Directors who perform no other services for the Company, except as Director(s). An indirect relationship shall include circumstances in which a member of the immediate family of a Director (which shall include such person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law) has one of the foregoing relationships with an Advisor of the Company or the Company.

Unaffiliated Directors means those Persons who are elected as directors of the Board of Directors (i) who are not the Stockholder Designees and or affiliated with the Stockholder or its Related Persons (including an officer or an employee, consultant or advisor (financial, legal or other) of the Stockholder or any Related Person of the Stockholder, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made) and (ii) who do not otherwise have a personal or conflicting interest in the particular matter or proposal in question.

Examples of Unaffiliated Directors in a sentence

• No provision of this Agreement may be amended or modified in whole or in part at any time unless agreed to in writing in advance by the parties and a majority of the Unaffiliated Directors.

• Subject to the completion of commercially reasonable and timely due diligence by the Unaffiliated Directors which has been commenced prior to the date hereof, Xxxxxxx Xxxxxx, Xxxxxxx X.

• The Manager, its directors, officers, shareholders and employees will not be liable to the Company, any subsidiary of the Company, the Unaffiliated Directors or the Company's or its subsidiary's stockholders for any acts performed by the Manager, its directors, officers, stockholders and employees in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties.

• This Agreement, or any extension hereof, may be --------------------- terminated by either party for cause immediately upon written notice, (i) by a majority vote of the Unaffiliated Directors or by a vote of a majority of the holders of the Company's Common Stock, in the case of termination by the Company, or, (ii) in the case of termination by the Manager, by a majority vote of the directors of the Manager.

• The parties agree the Executive Committee of the Board of Directors shall be disbanded effective as of the date of the consummation of the transactions contemplated by the Stock Purchase Agreement, and it will not be reconstituted without the prior consent of a majority of the Unaffiliated Directors.

More Definitions of Unaffiliated Directors

Unaffiliated Directors has the meaning set forth in Section 7.6.

Unaffiliated Directors has the meaning set forth in Section 2.01(a).

Unaffiliated Directors means the members of the Board other than those members who are Affiliates of Buyer.

Unaffiliated Directors means the members of the Company Board other than (i) Xx. Xxxxxx, (ii) Xx. Xxxxx, and (iii) any other members of the Company Board who are Affiliates of Stockholder or of any Investor or any other person(s) who are a member of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Stockholder with respect to the Company or any Equity Interests, and any consent of a majority of the Unaffiliated Directors referred to herein shall refer to an action duly taken by such Unaffiliated Directors by written consent or at a meeting of such Unaffiliated Directors duly called and convened in accordance with applicable law and governance procedures.

Unaffiliated Directors means the members of the Board other than any members of the Board who are Affiliates of Chevron or any other Person(s) who are a member of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with Chevron with respect to the Company or any Voting Securities, and any consent of a majority of the Unaffiliated Directors referred to herein shall refer to an action duly taken by such Unaffiliated Directors by written consent or at a meeting of such Unaffiliated Directors duly called and convened in accordance with applicable law and governance procedures.

Unaffiliated Directors shall have the meaning set forth in Section 3.2 of this Agreement.

Unaffiliated Directors means a Director who is independent of the Company, the Manager and IMH and its Affiliates.