Independent

Independent. Means that a Person (x) (i) shall not be an employee, director, general partner, manager or other agent of Investor or of any Affiliate of Investor and (ii) shall not be a material limited partner, member or other investor in Investor or any Affiliate of Investor, provided, that for the avoidance of doubt, service as a prior or future nominee of Investor shall not in and of itself cause such Person not to be deemed "Independent" and (y) shall be an independent director of the Company under the... Company's independence guidelines, applicable law and the rules and regulations of the 8 EXECUTION VERSION SEC and New York Stock Exchange View More

Independent. Means that a Person (x) (i) shall not be an employee, director, general partner, manager, advisor, representative, trustee, or other agent or fiduciary of an Investor or of any Affiliate of an Investor, (ii) shall not be a limited partner, member or other investor in any Investor or any Affiliate (that is not a publicly traded portfolio company) of an Investor and (iii) shall not have any agreement, arrangement or understanding, written or oral, with, or received or have any right to receive... any payment from, an Investor or any Affiliate thereof in connection with such Designee's agreement to serve or service on the Board, and (y) shall qualify as an independent director of the Company under the Company's independence guidelines applicable to non-management directors (as interpreted and determined by the Board), applicable law and the rules and regulations of the SEC and the NYSE (or applicable requirements of such other national securities exchange designated as the primary market on which the Company's Common Stock is listed for trading); View More

Independent. When referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the Listing Market or any national securities exchange on which any securities of the Company are listed for trading, and if not listed for trading or otherwise quoted on the over-the-counter market, by the rules of the NASDAQ Stock Market. Where there are no Independent members of the Board or of a Committee, then the requirement of Independent person will be dispensed with only... so long as necessary View More

Independent. That such person (i) shall not (A) be an employee, officer, director, general partner, manager, advisor or other agent of an Elliott Party or of any Affiliate of an Elliott Party, (B) be a limited partner, member, or other investor in any Elliott Party or any Affiliate of an Elliott Party, or (C) have any agreement, arrangement, or understanding, written or oral, with any Elliott Party or any Affiliate of an Elliott Party regarding such person's service as a director of the Company, and (ii)... shall qualify as an "independent" director of the Company under the Company's Director Independence Standards (as interpreted and determined by the Board), applicable law and the rules and regulations of the SEC and the Nasdaq Global Select Market; View More

Independent. When referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the Listing Market or, if the Listing Market does not have such rules, the rules of The NASDAQ Stock Market, LLC.

Independent. That such person qualifies as independent of the Company under all applicable listing standards, and applicable rules of the SEC

Independent. Or "Independence" means, with respect to a Director who is a Committee member, the independence requirements applicable to a Committee member under the rules and regulations of the U.S. Securities and Exchange Commission and the national securities exchange or national interdealer quotation system on which the Common Stock is then listed or quoted.