Common use of Change in Board Composition Clause in Contracts

Change in Board Composition. Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors (the “Company Board”); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board; or

Appears in 9 contracts

Samples: Employment Agreement (Oneida Financial Corp.), Employment Agreement (Oneida Financial Corp.), Employment Agreement (Oneida Financial Corp.)

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Change in Board Composition. Individuals who, as of the ---------------------------- date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors (the "Company Board"); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board; or

Appears in 6 contracts

Samples: Employment Agreement (Oneida Financial Corp), Employment Agreement (Oneida Financial Corp), Employment Agreement (Oneida Financial Corp)

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Change in Board Composition. Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board of Directors (the "Company Board"); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board; or

Appears in 6 contracts

Samples: Employment Agreement (Oneida Financial Corp), Employment Agreement (Oneida Financial Corp), Employment Agreement (Oneida Financial Corp)

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