Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).
Appears in 16 contracts
Samples: Executive Employment Agreement (Inhibrx, Inc.), Executive Employment Agreement (Inhibrx, Inc.), Executive Employment Agreement (Inhibrx, Inc.)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).
Appears in 9 contracts
Samples: Executive Employment Agreement (Spero Therapeutics, Inc.), Executive Employment Agreement (Spero Therapeutics, Inc.), Executive Employment Agreement (Spero Therapeutics, Inc.)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directorsdirectors to the Company).
Appears in 7 contracts
Samples: Severance and Change of Control Agreement (Synta Pharmaceuticals Corp), Severance and Change of Control Agreement (Synta Pharmaceuticals Corp), Severance and Change of Control Agreement (Synta Pharmaceuticals Corp)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this AgreementCommencement Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).
Appears in 5 contracts
Samples: Executive Employment Agreement (Ruthigen, Inc.), Executive Employment Agreement (Ruthigen, Inc.), Executive Employment Agreement (Globe Photos, Inc.)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this AgreementCommencement Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors). Notwithstanding the foregoing, no event shall constitute a Change of Control unless it would also be a “change of control” within the meaning of Section 409A of the Code and the regulations issued thereunder.
Appears in 3 contracts
Samples: Executive Employment Agreement (Pulmatrix, Inc.), Executive Employment Agreement (Pulmatrix, Inc.), Executive Employment Agreement (Pulmatrix, Inc.)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Amended Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).
Appears in 1 contract
Samples: Executive Employment Agreement (Spero Therapeutics, Inc.)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. ““ Incumbent DirectorsDirectors ” shall mean directors who either (A1) are directors of the Company as of the date of this Agreement, or (B2) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).
Appears in 1 contract
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “"Incumbent Directors” " shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directorsdirectors to the Company).
Appears in 1 contract
Samples: Severance and Change of Control Agreement (Synta Pharmaceuticals Corp)
Change in Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors). Notwithstanding the foregoing, a dividend or distribution to the Company’s stockholders of any or all of the shares of capital stock of a subsidiary of the Company shall not be deemed to constitute a Change of Control.
Appears in 1 contract