Number and Term of Office. The number of directors who shall constitute the whole Board of Directors shall be such number as the Board of Directors shall from time to time have designated, provided that the size of the initial Board of Directors shall be equal to the number of directors elected by the Incorporator of the Corporation. Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Appears in 3 contracts
Samples: Merger Agreement (Greenhill & Co Inc), Merger Agreement (Merck & Co., Inc.), Merger Agreement (Immune Design Corp.)
Number and Term of Office. The number of directors who shall constitute the whole Board of Directors shall be such number as the Board of Directors or stockholders shall from time to time have designated, provided except that in the size absence of the initial Board of Directors any such designation, such number shall be equal to the number of directors elected by the Incorporator of the Corporationone (1). Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Appears in 2 contracts
Samples: Merger Agreement (Radiologix Inc), Merger Agreement (Primedex Health Systems Inc)
Number and Term of Office. The number of directors who shall constitute the whole Board of Directors shall be such number as the Board of Directors shall from time to time have designated, provided that the size of the initial Board of Directors shall be equal to the number of directors elected by the Incorporator of the Corporation. Each director shall be elected for a term of the earlier of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Appears in 2 contracts
Samples: Business Combination Agreement (Frazier Lifesciences Acquisition Corp), Merger Agreement (Acceleron Pharma Inc)
Number and Term of Office. The number of directors who shall constitute the whole Board of Directors shall be such number as the Board of Directors shall from time to time have designated, provided except that in the size absence of the initial Board of Directors any such designation, such number shall be equal to the number of directors elected by the Incorporator of the Corporationtwo (2). Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Appears in 2 contracts
Samples: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.)
Number and Term of Office. The initial Board of Directors shall consist of the number of members determined by the incorporator(s). Thereafter, the number of directors who shall constitute the whole Board of Directors board shall be such number as the Board of Directors shall determine, from time to time have designatedtime, provided that the size by resolution of the initial Board of Directors shall be equal to the number of directors elected by the Incorporator of the CorporationDirectors. Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Appears in 1 contract
Samples: Merger Agreement (Perrigo Co)