Common use of Change in Board of Directors Clause in Contracts

Change in Board of Directors. During any period of two consecutive years (starting after the execution of this Agreement), individuals who at the beginning of such period constitute 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 Sections 1(e)(ii) or 1(e)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a majority of the Board;

Appears in 2 contracts

Samples: Indemnification Agreement (Orchard Supply Hardware Stores Corp), Form of Indemnification Agreement (General Nutrition International Inc)

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Change in Board of Directors. During any period of two consecutive years (starting after the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in Sections 1(e)(ii2(d)(ii) or 1(e)(iii2(d)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a majority of the Board;

Appears in 2 contracts

Samples: Indemnification Agreement (Maidenform Brands, Inc.), Indemnification Agreement (Maidenform Brands, Inc.)

Change in Board of Directors. During any period of two (2) consecutive years (starting after not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person person who has entered into an agreement with the Company Corporation to effect a transaction described in Sections 1(e)(ii) 2.1, 2.3 or 1(e)(iii)2.4) whose election by the Board or nomination for election by the Company’s Corporation's stockholders was approved by a vote of at least 2/3 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;

Appears in 2 contracts

Samples: Form of Agreement (Vlsi Technology Inc), Form of Agreement (Vlsi Technology Inc)

Change in Board of Directors. During any period of two consecutive years (starting after not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and Board (together with any new director directors (other than a director directors designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1(e)(iiparagraph 9.3(a), (c) or 1(e)(iii(d)) whose election by to the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a vote of at least 2/3 a majority of the directors then still in office who were either were directors at the beginning of the such 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;.

Appears in 2 contracts

Samples: Indemnification Agreement (Career Education Corp), Indemnification Agreement (Career Education Corp)

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Change in Board of Directors. During any period of two twelve (12) consecutive years (starting after the execution of this Agreement)months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in Sections 1(e)(ii2(b)(i), 2(b)(iii) or 1(e)(iii2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 2/3 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;

Appears in 1 contract

Samples: Indemnification Agreement (RestorGenex Corp)

Change in Board of Directors. During any period of two consecutive years (starting after the execution of this Agreement), individuals who at the beginning of such period constitute 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 Sections 1(e)(ii) or 1(e)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a majority of the Board;.

Appears in 1 contract

Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

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