Continuity Directors definition
Continuity Directors means (A) those members of the Board who were directors on the date hereof and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Ceridian) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing directors who either were directors on the date hereof or were previously so elected or appointed; or
Continuity Directors means those members of the Board who either (A) were directors at the beginning of such consecutive 24 month period, or (B) were elected by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing Board; or
Continuity Directors means those members of the Board who either:
More Definitions of Continuity Directors
Continuity Directors means any individuals who are members of the Board on the effective date of this Agreement and any individual who subsequently becomes a member of the Board whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the Continuity Directors (either by specific vote or by approval of the Company’s proxy statement in which such individual is named as a nominee for director without objection to such nomination).
Continuity Directors means the three individuals proposed by Sprint Nextel Corporation, and reasonably acceptable to the SoftBank Stockholder, from the members of the board of directors of Sprint Nextel Corporation immediately prior to the Effective Time.
Continuity Directors means those members of the Board who either (a) were directors at the beginning of such consecutive twenty-four (24) month period, or (b)(1) filled a vacancy during such twenty-four (24) month period created by reason of (x) death, (y) a medically determinable physical or mental impairment which renders the director substantially unable to function as a director or (z) retirement at the last mandatory retirement age in effect for at least two (2) years, and (2) were elected, nominated or voted for by at least fifty-one percent (51%) of the current directors who were also directors at the commencement of such twenty-four (24) month period. Notwithstanding the provisions of Article II hereof, upon the exercise of a Right during the 30-day period following ▇▇▇▇▇▇-▇▇▇▇▇▇▇ obtaining actual knowledge of a Change in Control of ▇▇▇▇▇▇-▇▇▇▇▇▇▇, 'Fair Market Value' of a share of Common Stock on the Valuation Date shall be equal to the higher of (i) the highest closing sale price per share of Common Stock of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ on the Composite Tape for New York Stock Exchange issues during the period commencing 30 days prior to such Change in Control and ending immediately prior to such exercise or (ii) if the Change in Control of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ occurs as a result of a tender or exchange offer or consummation of a Transaction, then the highest price per share of Common Stock pursuant thereto. Any consideration other than cash forming a part or all of the consideration for Common Stock to be paid pursuant to the applicable transaction shall be valued at the valuation placed thereon by the Board. Adjustments, if any, shall be made in accordance with Section 10.1 hereof.
Continuity Directors means those members of the Bank Board and/or the Board of Directors of the Heritage-related Entities who either: 5NEXT PAGE
Continuity Directors means (1) those members of the Board who were directors on the Effective Date and (2) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing directors who either were directors on the Effective Date or were previously so elected or appointed.
Continuity Directors means those members of the ABC Board who either:
Continuity Directors means those members of the Board who either: (i) were directors at the beginning of such consecutive 24-month period or (ii) were elected by, or on nomination or recommendation of, at least a majority of the Board (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Cigna); or