HOSTILE. TAKE-OVER shall mean a change in ownership or control of the Corporation effected through either of the following transactions: (i) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; or (ii) a Hostile Tender-Offer.
Appears in 5 contracts
Sources: Director Fee Stock Option Agreement (Ligand Pharmaceuticals Inc), Stock Issuance Agreement (Ligand Pharmaceuticals Inc), Director Fee Stock Option Agreement (Ligand Pharmaceuticals Inc)
HOSTILE. TAKE-OVER shall mean a change in ownership or control of the Corporation effected through either of the following transactions:
(i) a. a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board Board, members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; , or
(ii) b. a Hostile Tender-Offer.
Appears in 1 contract
Sources: 2022 Ligand Service Provider Assumed Award Plan (OmniAb, Inc.)
HOSTILE. TAKE-OVER shall mean a change in ownership or control of the Corporation effected through either of the following transactions::
(i) a. a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board Board, members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; or, or
(ii) b. a Hostile Tender-Offer..
Appears in 1 contract
Sources: 2022 Ligand Service Provider Assumed Award Plan (Avista Public Acquisition Corp. II)