Continuing Director. A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.
Continuing Director of State Auto Financial or State Auto Mutual, as the case may be, means a director who was either:
Continuing Director. A director who either was a member of the board of directors of the Borrower on the Agreement Date or who became a director of the Borrower subsequent to such date and whose election, or nomination for election by the Borrower's stockholders, was duly approved by a majority of the Continuing Directors on the board of directors of the Borrower at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Borrower on behalf of the entire board of directors of the Borrower in which such individual is named as nominee for a director.
Continuing Director. A “Continuing Director” shall mean a director serving on the Board who (i) is not an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a representative of an Acquiring Person or a person who was nominated for election by an Acquiring Person, and (ii) was either a member of the Board on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company’s stockholders was approved by at least two-thirds of the Continuing Directors then on the Board but shall not include, in any event, any individual whose initial assumption of office occurs as a result of either an actual or threatened election or other action or threatened solicitation of proxies or consents by or on behalf of a person other than the Board.
Continuing Director. As of any date of determination, any member of the ------------------- board of directors of the Borrower (a) who was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of a majority of directors who were members of such board of directors at the time of such nomination or election.
Continuing Director. 1.04(a) Control............................................... 9.12(e) Deed Reservations..................................... 3.15(c) Dissenting Shares..................................... 2.12 DGCL.................................................. 1.02 DLJ................................................... 1.02
Continuing Director. For purposes of this Agreement, the term “Continuing Director” means:
Continuing Director. The Continuing Directors shall have the authority to retain one counsel and financial advisor of their choice at the reasonable expense of the Company as determined appropriate by the Continuing Directors for the purpose of fulfilling their obligations hereunder and shall have the authority, after the Acceptance Date, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms. Following the Acceptance Date, and prior to the Effective Time, neither Parent nor Sub shall take any action to remove any Continuing Director absent cause and subject to the terms of the Company’s articles of incorporation and bylaws.
Continuing Director. Pursuant to Section 9.01(1) of the Indenture, as a result of an ambiguity created by the completion of the transactions contemplated by the Merger Agreement, the definition of "Continuing Director" in Section 1.01 of the Indenture is hereby amended and restated in its entirety to read as follows:
Continuing Director. All decisions to be made by Acquiror pursuant to this Article 7 shall be made by the Continuing Director. If there is no Continuing Director as defined in this Agreement, Acquiror shall appoint an independent member of the Board of Directors to serve as the "Continuing Director" for purposes of this Article 7.
