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 (together with any new directors (other than directors designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(a), (c) or (d)) whose election to the Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of 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 consecutive years (not including any period prior to starting after the execution of this Agreement), individuals who at the beginning of such period constitute the Board (together with Board, and any new directors director (other than directors a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(a), (cSections 1(e)(ii) or (d1(e)(iii)) whose election to by the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a vote of a majority at least 2/3 of the directors then still in office who either were either directors at the beginning of such 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: Indemnification Agreement (Orchard Supply Hardware Stores Corp), Indemnification Agreement (General Nutrition International Inc)

Change in Board of Directors. During any period of two consecutive years (not including any period prior to starting after the execution of this Agreement), individuals who at the beginning of such period constitute the Board (together with Board, and any new directors director (other than directors a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(a), (cSections 2(d)(ii) or (d2(d)(iii)) whose election to by the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a vote of a majority at least 2/3 of the directors then still in office who either were either directors at the beginning of such 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: Indemnification Agreement (Maidenform Brands, Inc.), Indemnification Agreement (Maidenform Brands, Inc.)

Change in Board of Directors. During any period of two consecutive years (not including any period prior to starting after the execution of this Agreement), individuals who at the beginning of such period constitute the Board (together with Board, and any new directors director (other than directors a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(a), (cSections 1(e)(ii) or (d1(e)(iii)) whose election to by the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a vote of a majority at least 2/3 of the directors then still in office who either were either directors at the beginning of such 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: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

Change in Board of Directors. During any period of two consecutive years year (not including any period the year prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board (together with Board, and any new directors director (other than directors a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(aSection 12(b)(i), (c12(b)(iii) or (d12(b)(iv)) whose election to by the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a vote of a majority at least two-thirds of the directors then still in office who either were either directors at the beginning of such 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 (Capstone Dental Pubco, Inc.)

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Change in Board of Directors. During any period of two twelve (12) consecutive years (not including any period prior to the execution of this Agreement)months, individuals who at the beginning of such period constitute the Board (together with Board, and any new directors director (other than directors a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(aSections 2(b)(i), (c2(b)(iii) or (d2(b)(iv)) whose election to by the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were either directors at the beginning of such 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 (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board (together with Board, and any new directors director (other than directors a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in paragraph 9.3(aSections 2(b)(i), (c2(b)(iii) or (d2(b)(iv)) whose election to by the Board or whose nomination for election by the Company’s stockholders of the Company was approved by a majority vote of a majority of the directors then still in office who either were either directors at the beginning of such 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 (ACM Research, Inc.)

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