Incumbent Board. “Incumbent Board” shall mean the individuals who, as of the Effective Date, are members of the Board. If the election, or nomination for election by the Company’s stockholders, of any new director is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board.
Incumbent Board. The term "Incumbent Board" shall --------------- have the meaning ascribed to such term in Section 2.5(f) of this Agreement.
Incumbent Board. The individuals who constitute the Board at the beginning of the twelve (12) month period set forth in Section 1.1(e)(iii) above, and any new director whose election by the Board or nomination for election by Limited’s stockholders 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 12-month period or whose election or nomination for election was previously approved in the manner described in this sentence.
Incumbent Board. The "Incumbent Board" consists of the members of the Board of Directors of PETCO as of the date of this Agreement, to the extent they continue to serve as Board members and any individual who becomes a Board member after the date of this Agreement if (i) his or her election or nomination as a director was approved by a vote of at least two-thirds of the then Incumbent Board and such person does not own more than 20% of PETCO's securities, or (ii) such individual is a representative of an institutional investor that either owns less than 20% of PETCO's securities or was represented on the Board as of the date of this Agreement.
Incumbent Board individuals who, as the date hereof, constitute the Board of Directors of the Company and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board.
Incumbent Board. Incumbent Board" means the Board of Directors of FWFC on the date hereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three quarters of the directors comprising the Incumbent Board, or whose nomination for election by stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board.
Incumbent Board. The “Incumbent Board” consists of the members of the Board of Directors of Parent as of January 13, 2005, to the extent they continue to serve as Board members and any individual who becomes a Board member after January 13, 2005, if (i) his or her election or nomination as a director was approved by a vote of at least two-thirds of the then Incumbent Board and such person does not own more than 20% of Parent’s securities, or (ii) such individual is a representative of an institutional investor that either owns less than 20% of Parent’s securities or was represented on the Board of Directors of Parent as of January 13, 2005.
Incumbent Board. Section 1(d) is hereby amended to read as follows:
Incumbent Board. Section 3.1.B Xx. Xxxxxx. Preamble Outstanding Performance Shares. Section 3.5 Payment. Section 4.1 Potential Change in Control. Section 2.1 Renewal Date. Section 1.4
Incumbent Board. Those individuals who, as of April 17, 2000, are members of the Board, shall be considered members of the "Incumbent Board"; provided, however, that if the election, or nomination for election by the Corporation's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.
