Qualified Director

Qualified Director. Means an individual who (i) qualifies as independent of the Company under all applicable listing standards, applicable rules of the SEC and publicly disclosed standards used by the Board in determining the independence of the Company's directors and (ii) unless the Company otherwise consents, (A) is not an employee, officer, director, general partner, manager or other agent of an Elliott Party or of any Affiliate of an Elliott Party, (B) is not a limited partner, member, or other investor in... any Elliott Party or any Affiliate of an Elliott Party (unless such investment has been disclosed to the Company), and (C) does not 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 View More

Qualified Director. Means an individual who is a member of the Board and who is not an employee of the Company or any of its subsidiaries.

Qualified Director. Means a Non-Employee Director as of the date of adoption of this Plan who has been invited to join the board other than in connection with such Non-Employee Director's investment in the Company at the time of such Non-Employee Director's election to the Board.

Qualified Director. Means a director who, at the time action is to be taken under this Agreement: i. is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee; ii. is not a director as to whom a transaction is a director's conflict of interest transaction, which transaction is challenged in such Claim; and iii. does not have a material relationship with a director... who is disqualified by virtue of not meeting the requirements of subparagraph (i) or subparagraph (ii) of this definition. View More

Qualified Director. Shall mean a person who (i) meets the standards for being "independent" pursuant to Rule 10A-3(b)(1) under the Exchange Act and New York Stock Exchange Rule 303A(2) and (ii) has qualifications (including education, training and experience) of a type normally possessed by independent directors of listed publicly-traded companies.

Qualified Director. An individual who (i) qualifies as independent of the Company under all applicable listing standards, applicable rules of the SEC and publicly disclosed standards used by the Board in determining the independence of the Company's directors and (ii) unless the Company otherwise consents, (A) is not an employee, officer, director, general partner, manager or other agent of a Forager Party or of any Affiliate of a Forager Party, (B) is not a limited partner, member, or other investor (unless such... investment has been disclosed to the Company) of or in any Forager Party or any Affiliate of a Forager Party, and (C) does not have any agreement, arrangement, or understanding, written or oral, with any Forager Party or any Affiliate of a Forager Party regarding such individual's service as a director of the Company; View More

Qualified Director. Means an individual who is a member of the Board and who is not an employee of the Company or any Affiliate.

Qualified Director. Means, in the case of a Director Designee of USRG, Jonathan Koch, in the case of a Director Designee of ETP, Chris Sorrells, and in the case of any other person designated for election by USRG or ETP, an individual who is (a) reasonably acceptable to the Nominating Committee of the Board of Directors of the Company and (b) who would be an Independent Director.

Qualified Director. An individual who (i) qualifies as Independent, (ii) is not an employee, director, general partner, manager or other agent of an Investor or of any Affiliate of an Investor, (iii) is not a limited partner, member or other investor in any Investor or any Affiliate of an Investor, (iv) does not have any agreement, arrangement or understanding, written or oral, with any Investor or any Affiliate of an Investor regarding such person's service as a director on the Board, and (v) meets all other... qualifications required for service as a director set forth in the Bylaws and the Company's Corporate Governance Guidelines and Code of Business Conduct and Ethics for Board of Directors and Senior Officers View More

Qualified Director. An individual who (i) qualifies as Independent, (ii) unless the Company otherwise consents (which is deemed granted as to the initial New Director by virtue of execution of this Agreement, and which cannot be unreasonably withheld, delayed or conditioned as to any Successor Director(s)), is not an employee, officer, director, general partner, manager or other agent of an Voss Party or of any Affiliate of an Voss Party, (iii) is not a limited partner, member or other investor (unless such... investment has been disclosed to the Company) in any Voss Party or any Affiliate or Associate of an Voss Party, (iv) does not have any agreement, arrangement or understanding, written or oral, with any Voss Party or any Affiliate or Associate of an Voss Party regarding such person's service as a director on the Board (which for the avoidance of doubt shall not include ordinary course employment agreements or arrangements with any of the Voss Parties or their Affiliates), except as disclosed to and consented to by the Company, and (v) meets all other qualifications required for service as a director set forth in the Bylaws and the Company's Corporate Governance Guidelines (the "Guidelines"); View More