Continuing Directors. The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
Continuing Directors. For purposes of this Agreement, "Continuing Directors" shall mean a director of the Company who either (i) was a director of the Company immediately prior to the Effective Date or (ii) is an individual whose election, or nomination for election, as a director of the Company was approved by a vote of at least two-thirds of the directors then still in office who were Continuing Directors (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company which would be subject to Rule 14a-11 under the Exchange Act).
Continuing Directors. Section 1.3(a).........................................5
Continuing Directors. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable best efforts to ensure that at least two (2) of the members of the Company Board shall, at all times following the Appointment Time and prior to the Effective Time (as defined in Section 2.3), be directors of the Company who were directors of the Company on the date hereof (the “Continuing Directors”); provided, however, that, if there shall be in office less than two Continuing Directors for any reason, the Company Board shall cause the person designated by the remaining Continuing Director to designate a person to fill such vacancy and such person shall be deemed to be an Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Purchaser Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, and any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Continuing Directors and such action is approved by at least one of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Purchaser shall take any other action to remove any Continuing Director absent cause.
Continuing Directors. The term "Continuing Directors" means any directors of DIRECT III who either (I) were directors of DIRECT III on the Effective Date, or (ii) become directors of DIRECT III after the Effective Date and whose election or nomination for election by the shareholder of DIRECT III was duly approved, either by a specific vote or by approval of the proxy statement issued by DIRECT III in which such individuals were named as nominees for directors of DIRECT III, by a majority of the Continuing Directors who were at the time of election or nomination directors of DIRECT III.
Continuing Directors. Continuing Directors" means those members of the Board at any relevant time (a) who were directors on the effective date of this Agreement or (b) are Approved Directors.
Continuing Directors. The “Continuing Directors” consist of the seven persons who are members of the Board of Directors as constituted as of the date of this Agreement; provided, however, that any individual who becomes a Director subsequent to the date hereof whose election or nomination for election by the Corporation’s shareholders was approved by a vote of at least a majority of the Directors then comprising the Board of Directors of the Corporation shall be considered a Continuing Director; except that any individual whose initial election or appointment as a Director as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board shall not be considered a Continuing Director.
Continuing Directors. “Continuing Directors” is defined in Section 1.3(b) of the Agreement.
Continuing Directors. Any person who, as of the date of determination, either (i) was a member of the Board as of the date of this Agreement or (ii) was nominated for election or elected to the Board with the affirmative vote of a majority of directors comprising the Board or, if applicable, the Nominating Committee of the Board, who were Continuing Directors immediately prior to such nomination or election.
Continuing Directors. The directors of the Parent and the Borrower on the Funding Date, and each other director of the Parent or the Borrower, if (a) in case of the Parent, such other director’s nomination for election to the board of directors of the Parent is recommended by at least 662/3% of the then Continuing Directors of the Parent in his or her election by the shareholders of the Parent, and (b) in the case of the Borrower, such other director’s nomination for election to the board of directors of the Borrower is recommended by either 662/3% of the then Continuing Directors of the Borrower or by the majority of the shareholders in his or her election by the shareholders of the Borrower.
