Disinterested Director Definition Example with 5 Variations

This page contains an example definition of Disinterested Director, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Disinterested Director. A director who at the time of a vote referred to in Section 5(b) is not: (i) A party to the Proceeding; or (ii) A director having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for Expenses is the subject of the decision being made with respect to the Proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.
Found in Embarq CORP contract

Variations

Disinterested Director. A director who of the Bank who, at the time of a vote referred to in Section 5(b) Paragraph 7 of this Agreement, is not: not (i) A a party to the Proceeding; Proceeding, or (ii) A director an individual having a familial, financial, professional, professional or employment relationship with the director whose indemnification or advance for Expenses is the subject of the decision being made with respect to the Proceeding, Indemnitee, which relationship would, in the circumstances, reasonably be... expected to exert an influence on the director's judgment when voting on the decision being made. View More
Found in State Street Corp. contract
Disinterested Director. A director means a Director, who at the time of a any vote referred to in Section 5(b) 8.2, Section 8.3 or Section 9, is not: (i) (1) A party to the Proceeding; Proceeding giving rise to the subject matter of the decision being made; or (ii) A director (2) An individual having a familial, financial, professional, professional or employment relationship with the director Indemnitee whose indemnification or advance for Expenses is the subject of the decision being made with respect to the... Proceeding, made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's such Director's judgment when voting on the decision being made. View More
Found in Amedisys Inc contract
Disinterested Director. A a director of the Company who at the time of is not (i) a vote referred to in Section 5(b) is not: (i) A party to the Proceeding; Claim or (ii) A director an individual who is a party to a Claim having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for Expenses expenses is the subject of the decision being made with respect to the Proceeding, Claim, which relationship would, in the circumstances, reasonably be expected to... exert an influence on the director's judgment when voting on the decision being made. View More
Found in AMERICAN SOFTWARE INC contract
Disinterested Director. A means a director who who, at the time of a the vote referred to in Section 5(b) Sections 2(c), 5 and 6, is not: not (i) A a party to the Proceeding; Claim, or (ii) A a director having a familial, financial, commercial, professional, or employment relationship with the director Indemnitee whose indemnification or advance for advancement of Expenses is the subject of the decision being made with respect to the Proceeding, which relationship that would, in under the circumstances, reasonably be... expected to exert an influence on or interfere with the director's judgment when voting on the decision being made. View More
Found in INTERNATIONAL SHIPHOLDING CORP contract
Disinterested Director. A director who of the Corporation who, at the time of a vote referred to in Section 5(b) Paragraph 9, is not: not (i) A a party to the Proceeding; Proceeding, or (ii) A director an individual having a familial, financial, professional, professional or employment relationship with the director whose indemnification or advance for Expenses is the subject of the decision being made with respect to the Proceeding, Indemnitee, which relationship would, in the circumstances, reasonably be expected to... exert an influence on the director's judgment when voting on the decision being made. View More
Found in AMERICAN SCIENCE & ENGINEERING, INC. contract
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