Change in Board. When, during the Term of Agreement, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason other than death or retirement to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of the Term of Agreement shall be deemed to have satisfied such requirement, and be an Incumbent Director, if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually, because they were directors at the beginning of the Term of Agreement, or by prior operation of this Section.
Appears in 2 contracts
Samples: Employment Agreement (Triangle Pharmaceuticals Inc), Employment Agreement (Triangle Pharmaceuticals Inc)
Change in Board. When, during the Term of Agreement, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason other than death or retirement to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of the Term of Agreement shall be deemed to have satisfied such requirement, and be an Incumbent Director, if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually, because they were directors at the beginning of the Term of Agreement, or by prior operation of this SectionSection 12.
Appears in 1 contract
Samples: Employment Agreement (Broadband Technologies Inc /De/)
Change in Board. When, during the Term of Agreement, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason other than death or retirement to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of the Term of Agreement shall be deemed to have satisfied such requirement, and be an Incumbent Director, if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually, because they were directors at the beginning of the Term of Agreement, or by prior operation of this SectionSection 11.
Appears in 1 contract
Samples: Employment Agreement (Broadband Technologies Inc /De/)