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 Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s [shareholders][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 such period or whose election or nomination for election was previously so approved (such directors, collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Lbi Media Holdings Inc), Form of Indemnification Agreement (Lbi Media Holdings Inc)
Change in Board. During If 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 are members of 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 Sections 2(b)(i2(a)(i), 2(b)(iii2(a)(iii) or 2(b)(iv)2(a)(iv) hereof) whose election by the Board or nomination for election by the Company’s [shareholders][stockholders] '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 such period or whose election or nomination for election was previously so approved (such directors, collectively, the “Continuing Directors”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 Corporation to effect a transaction described in Sections 2(b)(i__(a)(i), 2(b)(iii__(a)(iii) or 2(b)(iv__(a)(iv)) whose election by the Board or nomination for election by the Company’s [shareholders][stockholders] Corporation's shareholders 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 such the period or whose election or nomination for election was previously so approved (such directors, collectively, the “Continuing Directors”)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 Sections 2(b)(i6(b)(i), 2(b)(iii6(b)(iii) or 2(b)(iv6(b)(iv)) whose election by the Board or nomination for election by the Company’s [shareholders][stockholders] stockholders was approved by a vote of at least two-thirds (2/3rds) of the directors then still in office who either were directors at the beginning of such the period or whose election or nomination for election was previously so approved (such directors, collectively, the “Continuing Directors”)approved, cease for any reason to constitute at a least a majority of the members of the Board;
Appears in 1 contract