Change in Board. Within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-quarters of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest);
Appears in 5 contracts
Samples: Indemnification Agreement (Arena Pharmaceuticals Inc), Indemnification Agreement (Arena Pharmaceuticals Inc), Indemnification Agreement (Arena Pharmaceuticals Inc)