Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 22 contracts
Samples: Indemnity Agreement (CO2 Energy Transition Corp.), Indemnity Agreement (Collective Audience, Inc.), Indemnity Agreement (CO2 Energy Transition Corp.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(a)(i), (iii2(a)(iii) or (iv) of this definition of Change in Control2(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 13 contracts
Samples: Indemnification Agreement (Virpax Pharmaceuticals, Inc.), Indemnification Agreement (Repro Med Systems Inc), Indemnification Agreement (Dermata Therapeutics, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(b)(i), (iii2(b)(iii) or (iv2(b)(iv) of this definition of Change in ControlAgreement) whose election by the Board or nomination for election by the Company’s stockholders shareholders was approved by a vote of at least 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 11 contracts
Samples: Indemnification Agreement (Waldencast PLC), Indemnification Agreement (Waldencast PLC), Indemnification Agreement (Waldencast PLC)
Change in Board. During any one-year period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 10 contracts
Samples: Employment Agreement (PLx Pharma Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.), Employment Agreement (PLX Pharma Inc.)
Change in Board. During any period of two (2) 2 consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iiiii) or (iv) of this definition of Change in Controlcontrol) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 9 contracts
Samples: Indemnity Agreement, Indemnity Agreement (Vaxart, Inc.), Indemnity Agreement (Forum Merger Corp)
Change in Board. During any period of two (2) consecutive years one year (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 8 contracts
Samples: Employment Agreement (PLx Pharma Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iiiSections 2(a)(i) or (iv) of this definition of Change in Control2(a)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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;; and
Appears in 7 contracts
Samples: Indemnification Agreement (Atlas Acquisition Holdings Corp.), Indemnification Agreement (Atlas Acquisition Holdings Corp.), Indemnification Agreement (Opportunity Acquisition Corp.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(a)(i), (iii2(a)(iii) or (iv) of this definition of Change in Control2(a)(iv)) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 5 contracts
Samples: Indemnification Agreement (PaxMedica, Inc.), Indemnification Agreement (Adgero Biopharmaceuticals Holdings, Inc.), Indemnification Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSection 13(a)(i), (iii13(a)(iii) or (iv) of this definition of Change in Control13(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 5 contracts
Samples: Indemnification & Liability (Portillo's Inc.), Indemnification Agreement (iFit Health & Fitness Inc), Indemnification & Liability (First Watch Restaurant Group, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iiiii) or (iv) of this definition of Change in Controlcontrol) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 4 contracts
Samples: Indemnity Agreement (Sonim Technologies Inc), Indemnity Agreement (SELLAS Life Sciences Group, Inc.), Indemnification Agreement (Calithera Biosciences, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 4 contracts
Samples: Indemnification & Liability (Rexahn Pharmaceuticals, Inc.), Indemnification Agreement (Avadim Health, Inc.), Indemnification Agreement (SendGrid, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 13(a)(i), (iii13(a)(iii) or (iv) of this definition of Change in Control13(a)(iv)) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 4 contracts
Samples: Indemnification Agreement (Cue Biopharma, Inc.), Indemnification Agreement (Cue Biopharma, Inc.), Indemnification Agreement (ENDRA Life Sciences Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i)Section 2(a)i, (iii) Section 2(a)iii or (iv) of this definition of Change in ControlSection 2(a)iv) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 4 contracts
Samples: Indemnification Agreement (SOS Hydration Inc.), Indemnification Agreement (Cingulate Inc.), Indemnification Agreement (Helius Medical Technologies, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 4 contracts
Samples: Indemnification Agreement (BioAtla, Inc.), Indemnification Agreement (Vaxcyte, Inc.), Indemnification Agreement (Personalis, Inc.)
Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 4 contracts
Samples: Employee Restricted Stock Unit Award (CST Brands, Inc.), Restricted Stock Unit Award Agreement (CST Brands, Inc.), Restricted Stock Award Agreement (CST Brands, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders shareholders was approved by a vote of at least 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 4 contracts
Samples: Indemnification Agreement (Intercont (Cayman) LTD), Indemnification Agreement (Creative Global Technology Holdings LTD), Indemnification & Liability (Dermavant Sciences LTD)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(b)(i), (iii2(b)(iii) or (iv) of this definition of Change in Control2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 3 contracts
Samples: Indemnification Agreement (Cue Health Inc.), Indemnity Agreement (Tower Automotive, LLC), Indemnification Agreement (Tower Automotive, LLC)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 3 contracts
Samples: Indemnification Agreement (AgileThought, Inc.), Indemnification & Liability (BTRS Holdings Inc.), Indemnity Agreement (Natural Order Acquisition Corp.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause Sections __(ia)(i), __(iiia)(iii) or __(iv) of this definition of Change in Controla)(iv)) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Indemnification Agreement, Indemnification Agreement
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(b)(i), (iii2(b)(iii) or (iv2(b)(iv) of this definition of Change in ControlAgreement) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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: Indemnification Agreement (Ortho Clinical Diagnostics Holdings PLC), Indemnification Agreement (Atotech LTD)
Change in Board. During any period of two (2) 2 consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iiiii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Indemnity Agreement (Viridian Therapeutics, Inc.\DE), Indemnity Agreement (Signal Genetics, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(d)(i), (iii2(d)(iii) or (iv) of this definition of Change in Control2(d)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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: Indemnity Agreement (Blue Bird Corp), Purchase Agreement (Hennessy Capital Acquisition Corp.)
Change in Board. During any period of two (2) 2 consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iiiii) or (iv) of this definition of Change in Controlcontrol) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Indemnity Agreement (Adynxx, Inc.), Indemnity Agreement (Aviragen Therapeutics, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 13(g)(i), (iii13(g)(iii) or (iv) of this definition of Change in Control13(g)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 approvedapproved (the “Continuing Directors”), cease for any reason to constitute at a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Indemnification Agreement (Vincerx Pharma, Inc.), Indemnification Agreement (Vincera Pharma, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause Sections __(ia)(i), __(iiia)(iii) or __(iv) of this definition of Change in Controla)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Indemnification Agreement, Indemnification Agreement
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSection 14(b)(i), (iii14(b)(iii) or (iv) of this definition of Change in Control14(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board; provided, however, that the Sunset (as defined in the Certificate of Incorporation) shall not be deemed a Change in the Board for purposes of this Section 14(b)(ii);
Appears in 2 contracts
Samples: Indemnification Agreement (Getty Images Holdings, Inc.), Director and Officer Indemnification Agreement (Leafly Holdings, Inc. /DE)
Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this RSU Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (CST Brands, Inc.), Restricted Stock Unit Award Agreement (CST Brands, Inc.)
Change in Board. During any twelve-month period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Employment Agreement (PLX Pharma Inc.), Employment Agreement (Dipexium Pharmaceuticals, Inc.)
Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 2 contracts
Samples: Indemnification Agreement (Dipexium Pharmaceuticals, Inc.), Award Agreement (CST Brands, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSection 13(a)(i), (iii1 3(a)(iii) or (iv) of this definition of Change in Control1 3(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 1 contract
Change in Board. During any period of two one (21) consecutive years year (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of Company (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 effected a transaction described in clause subparagraph (i), (iii) or (iv) of this definition without the consent of Change in Controlthe Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 1 contract
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 12(a)(i), (iii12(a)(iii) or (iv) of this definition of Change in Control12(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders members was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 1 contract
Samples: Stock Purchase Agreement (Australia Acquisition Corp)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 13(b)(i), (iii13(b)(iii) or (iv) of this definition of Change in Control13(b)iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 1 contract
Samples: Indemnification Agreement (Bottomline Technologies Inc /De/)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(d)(i), (iii2(d)(iii) or (iv) of this definition of Change in Control2(d)(iv)) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 1 contract
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause Sections __(ia)(i), __(iiia)(iii) or __(iv) of this definition of Change in Controla)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 1 contract
Samples: Indemnification Agreement
Change in Board. During any period of two (2) consecutive years (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 to effect a transaction described in clause (iSections 13(b)(i), (iii13(b)(iii) or (iv) of this definition of Change in Control13(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
Appears in 1 contract
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 13(b)(i), (iii13(b)(iii) or (iv) of this definition of Change in Control13(b)iv)) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 1 contract
Samples: Indemnification Agreement (Bottomline Technologies Inc /De/)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 14(a)(i), (iii14(a)(iii) or (iv14(a)(iv)) of this definition of Change in Control) hereof whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 approvedapproved (collectively, the “Continuing Directors”), cease for any reason to constitute at a least a majority of the members of the Board;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSection 14(a)(i), (iii14(a)(iii) or (iv) of this definition of Change in Control14(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board; provided, however, that the Sunset (as defined in the Certificate of Incorporation) shall not be deemed a Change in the Board for purposes of this Section 14(a)(ii);
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Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals 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 clause (iSections 2(b)(i), (iii2(b)(iii) or (iv) of this definition of Change in Control2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 13(b)(i), (iii13(b)(iii) or (iv) of this definition of Change in Control13(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i1), (iii2) or (iv3) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 13(a)(i), (iii13(a)(iii) or (iv) of this definition of Change in Control13(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
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Samples: Indemnification Agreement (Catabasis Pharmaceuticals Inc)
Change in Board. During any period of two (2) 2 consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) ii), or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
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Samples: Indemnification Agreement (Conduit Pharmaceuticals Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 6(a)(i), (iii6(a)(iii) or (iv) of this definition of Change in Control6(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
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Samples: Indemnification Agreement (Kala Pharmaceuticals, Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company Corporation to effect a transaction described in clause (iSections 11(a)(i), (iii11(a)(iii) or (iv) of this definition of Change in Control11(a)(iv)) whose election by the Board or nomination for election by the CompanyCorporation’s stockholders was approved by a vote of at least 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;
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Samples: Indemnification Agreement (Smile Brands Group Inc.)
Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders 's shareholders was approved by a vote of at least 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;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (i), (iiiii) or (iv) of this definition of Change in Controlcontrol) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least 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 a least a majority of the members of the Board;
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Change in Board. During any period of two (2) consecutive years (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 who has entered into an agreement with the Company to effect a transaction described in clause (iSections 2(a)(i), (iii2(a)(iii) or (iv2(a)(iv) of this definition of Change in ControlAgreement) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 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;
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Samples: Indemnification Agreement (Cross Match Technologies, Inc.)