Common use of Change in Board Composition Clause in Contracts

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 August 1, 2004 or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 10 contracts

Samples: Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Adeza Biomedical Corp)

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Change in Board Composition. A change in the composition of the BoardBoard of Directors, 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 August 1the date of the Grant, 2004 or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 4 contracts

Samples: Incentive Stock Option Agreement (Nexx Systems Inc), Consultant Non Qualified Stock Option Grant (Nexx Systems Inc), Director Non Qualified Stock Option Grant (Nexx Systems Inc)

Change in Board Composition. A change in the composition of the BoardBoard of Directors, 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 August 1[insert date], 2004 or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).]

Appears in 3 contracts

Samples: Non Qualified Stock Option Agreement (ProLink Holdings Corp.), Non Qualified Stock Option Agreement (CampusU), Incentive Stock Option Agreement (CampusU)

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 August 1, 2004 or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 3 contracts

Samples: Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Adeza Biomedical 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 August July 1, 2004 1999 or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 3 contracts

Samples: Management Continuity Agreement (Simplex Solutions Inc), Management Continuity Agreement (Simplex Solutions Inc), Management Continuity Agreement (Simplex Solutions 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 August 1March 25, 2004 1997 or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 1 contract

Samples: Change of Control Agreement (Innerdyne 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 August July 1, 2004 2013, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director shall not include an individual whose election or nomination is in connection with an actual or threatened proxy Proxy contest relating to the election of directors to the Company).

Appears in 1 contract

Samples: Change of Control and Severance Agreement (Vivus 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 August May 1, 2004 2015, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director shall not include an individual whose election or nomination is in connection with an actual or threatened proxy Proxy contest relating to the election of directors to the Company).

Appears in 1 contract

Samples: Change of Control and Severance Agreement (Vivus Inc)

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Change in Board Composition. A change in the composition of the BoardBoard of Directors, 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 August 1the date of this Agreement, 2004 or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 1 contract

Samples: Employment Agreement (Response Genetics Inc)

Change in Board Composition. A change in the composition of the BoardBoard of Directors, as a result of which fewer less than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of August 1April 2, 2004 2004, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 1 contract

Samples: Restricted Stock Agreement (Alloy 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 August January 1, 2004 1999 or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 1 contract

Samples: Management Continuity Agreement (Simplex Solutions 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 August May 1, 2004 2018, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director shall not include an individual whose election or nomination is in connection with an actual or threatened proxy Proxy contest relating to the election of directors to the Company).

Appears in 1 contract

Samples: Change of Control and Severance Agreement (Vivus 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 August 1September 12, 2004 1996 or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but an Incumbent Director 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 to the Company).

Appears in 1 contract

Samples: Change of Control Agreement (Innerdyne Inc)

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