Change in Effective Control. A change in the effective control of the Company occurs on the date that a majority of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors prior to the date of the appointment or election.
Appears in 5 contracts
Samples: Supplemental Executive Retirement Agreement (Midwest Banc Holdings Inc), Supplemental Executive Retirement Agreement (Midwest Banc Holdings Inc), Supplemental Executive Retirement Agreement (Midwest Banc Holdings Inc)
Change in Effective Control. A change in the effective control of the Company occurs on the date that during any twelve (12)-month period when a majority of members of the Company’s board of directors Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority at least two-thirds (2/3) of the members of the Company’s board of directors prior to Board before the date of the appointment or election.; provided, however, that any such director shall not be considered to be endorsed by the Board if his or her initial assumption of office occurs as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
Appears in 2 contracts
Samples: Change in Control Agreement (Craftmade International Inc), Change in Control Agreement (Craftmade International Inc)
Change in Effective Control. A change in the effective control of the Company Employer occurs on the date that a majority of the CompanyEmployer’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the CompanyEmployer’s board of directors prior to the date of the appointment or election.
Appears in 2 contracts
Samples: Employment Agreement (Midwest Banc Holdings Inc), Transitional Employment Agreement (Midwest Banc Holdings Inc)