Common use of Change in Composition of The Board Clause in Contracts

Change in Composition of The Board. A change in the composition of the Board, as a result of which less than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either: (a) are directors of the Company as of Effective Date, or (b) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i) or (iii), above, or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

Appears in 1 contract

Samples: Employment Agreement (Remec Inc)

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Change in Composition of The Board. A change in the composition of the Board, as a result of which less than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either: (a) are directors of the Company as of Effective Date, or (b) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i) or (iii), above, or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

Appears in 1 contract

Samples: Employment Agreement (Remec Inc)

Change in Composition of The Board. A change in the composition of the Board, as a result of which less than a majority of the directors are incumbent directors. “Incumbent Directors. "Incumbent Directors" shall mean directors who either: (ai) are directors of the Company as of Effective Date, the date hereof; or (bii) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (ia), (b), (c) or (iii), above, d) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

Appears in 1 contract

Samples: Change of Control Agreement (Remec Inc)

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Change in Composition of The Board. A change in the composition of the Board, as a result of which less than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either: (a) are directors of the Company as of the Effective Date, or (b) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (iSections 6.2(i) or (iii), above, or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

Appears in 1 contract

Samples: Employment Agreement (Remec Inc)

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