Common use of Change in Board of Directors Clause in Contracts

Change in Board of Directors. During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the board of directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 17(b)(i), 17(b)(iii) or 17(b)(iv)) whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the board of directors of the Company;

Appears in 4 contracts

Samples: Indemnification Agreement (Roundy's, Inc.), Indemnification Agreement (GSE Holding, Inc.), Indemnification Agreement (Roundy's, Inc.)

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Change in Board of Directors. During any period of two consecutive years (not including any period ending prior to the execution effective date of this Agreement), individuals who at the beginning of such period constitute the board Board of directors Directors of the CompanyCNS, and any new director (other than a director designated by a person who has entered into an agreement with the Company CNS to effect a transaction described constituting a Change in Control under Section 17(b)(i)8.a.i., 17(b)(iii) 8.a.iii. or 17(b)(iv)8.a.iv.) whose election by the board Board of directors Directors of the Company CNS or nomination for election by the CompanyCNS’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approvedapproved (“Continuing Directors”), cease for any reason to constitute at least a majority of the members Board of the board Directors of directors of the Company;CNS.

Appears in 3 contracts

Samples: Executive Employment Agreement (CNS Inc /De/), Executive Employment Agreement (CNS Inc /De/), Executive Employment Agreement (CNS Inc /De/)

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the board Board of directors of the CompanyDirectors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 17(b)(i13(a)(i), 17(b)(iii13(a)(iii) or 17(b)(iv13(a)(iv)) whose election by the board Board of directors of the Company Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at a least a majority of the members of the board Board of directors of the CompanyDirectors;

Appears in 2 contracts

Samples: Indemnification Agreement (PSAV, Inc.), Indemnification Agreement (PJT Partners Inc.)

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the board Board of directors Directors of the CompanyCompany (the “Board”), and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 17(b)(iSections 2(a)(i), 17(b)(iii2(a)(iii) or 17(b)(iv2(a)(iv)) whose election by the board of directors of the Company Board or nomination for election by the Company’s stockholders shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at a least a majority of the members of the board of directors of the CompanyBoard;

Appears in 1 contract

Samples: Indemnification Agreement (Alico Inc)

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the board Board of directors Directors of the CompanyCompany (the “Board”), and any new director (other than a director designated by a person who has effected, or entered into an agreement with the Company to effect effect, a transaction described in Section 17(b)(iSections 2(a)(i), 17(b)(iii2(a)(iii) or 17(b)(iv2(a)(iv)) whose election by the board of directors of the Company Board or nomination for election by the Company’s stockholders shareholders was approved by a vote of at least two-thirds a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the board of directors of the CompanyBoard;

Appears in 1 contract

Samples: Indemnification Agreement (Bassett Furniture Industries Inc)

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the board of directors of the CompanyBoard, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 17(b)(iSections 1(d)(i), 17(b)(iii1(d)(iii), 1(d)(iv) or 17(b)(iv)1(d)(v) hereof) whose election by the board of directors of the Company Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the board of directors of the CompanyBoard;

Appears in 1 contract

Samples: Indemnification Agreement (William Lyon Homes)

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Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution closing of this Agreementthe Business Combination), individuals who at the beginning of such period constitute the board of directors of the CompanyBoard, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 17(b)(iSections 2(b)(i), 17(b)(iii2(b)(iii) or 17(b)(iv2(b)(iv)) whose election by the board of directors of the Company Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the board of directors of the CompanyBoard;

Appears in 1 contract

Samples: Indemnification Agreement (Cepton, Inc.)

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the board of directors of the CompanyBoard, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 17(b)(iSections 1(b)(i), 17(b)(iii1(b)(iii), 1(b)(iv) or 17(b)(iv)1(b)(v) hereof) whose election by the board of directors of the Company Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the board of directors of the CompanyBoard;

Appears in 1 contract

Samples: Indemnification Agreement (William Lyon Homes)

Change in Board of Directors. During any period of two consecutive years (not including any period ending prior to the execution effective date of this Agreement), individuals who at the beginning of such period constitute the board Board of directors Directors of the CompanyCNS, and any new director ([other than a director designated by a person who has entered into an agreement with the Company CNS to effect a transaction described in permitted by Section 17(b)(i)8.a.i., 17(b)(iii) 8.a.ii. or 17(b)(iv)) 8.a.iv.] whose election by the board Board of directors Directors of the Company CNS or nomination for election by the CompanyCNS’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approvedapproved (“Continuing Directors”), cease for any reason to constitute at least a majority of the members Board of the board Directors of directors of the CompanyCNS;

Appears in 1 contract

Samples: Executive Employment Agreement (CNS Inc /De/)

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