Common use of Change in the Incumbent Board Clause in Contracts

Change in the Incumbent Board. A “change in the incumbent board” constitutes a “change in effective control” as defined in the Regulations, and occurs when a majority of the members of UBL’s Board Of Directors who are members of the Board on the Effective Date (the “Incumbent Board”) is replaced during any 12-month period by directors whose appointment or election is not approved by a majority of the Incumbent Board before the date of the appointment or election of the new members;