Common use of Continuing Director Clause in Contracts

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. A "“Continuing Director" ” shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either (a) a member of the Board of Directors of the Company on the date of this Agreement or (b) subsequently became a Director director of the Company and whose initial election or initial nomination for election by the Company's stockholders ’s shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A "“Continuing Director" shall mean ” means any person who is a Director member of the Company Company’s Board, who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or nominated for election by an Acquiring Personof any such Affiliate or Associate, 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.who:

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 a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A "Continuing Director" shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A The term "Continuing Director" shall mean a Director of the Company who means (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 any member of the Board of Directors of the Company (the "Board") who was a member of such Board on the date August 15, 1996, (ii) any successor of this Agreement or subsequently became a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors Board, and (iii) any appointee who is recommended by a majority of the CompanyContinuing Directors then on the Board.

Continuing Director. A "“Continuing Director" ” shall mean a Director member of the Company Board 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 Board, on the date of this Agreement or subsequently became a Director member of the Company Board of PMFG, Inc., and whose initial election or initial nomination for election by the Company's PMFG, Inc.’s stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "“Continuing Director" ” shall mean a Director director of the Company who (i1) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii2) was either (a) a member of the Board of Directors of the Company on the date of this Agreement or (b) subsequently became a Director director of the Company and whose initial election or initial nomination for election by the Company's stockholders ’s shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "Continuing Director" shall mean any person who is a Director member of the Company Board, while such person is a member of the Board, who (i) is not an Acquiring Person, an Affiliate or Associate, Associate of an Acquiring Person or a representative of an Acquiring Person or nominated for election by an Acquiring Person, of any such Affiliate or Associate and who (iii) was either a member of the Board of Directors of the Company on the date of this Agreement grant of the Option or (ii) subsequently became a Director member of the Company and whose initial election Board, upon the nomination or initial nomination for election by recommendation, or with the Company's stockholders was approved by at least two-thirds approval of, a majority of the Continuing Directors then on the Board of Directors of the CompanyDirectors.

Continuing Director. A "“Continuing Director" ” shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or AssociateAssociate 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 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 ’s stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A "“Continuing Director" ” shall mean a Director any member of the Company who (i) Board, while such person 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 Company Board, who is not an Affiliate, representative or designee of Directors Parent or Purchaser and was a member of the Company on Board prior to the date of this Agreement or subsequently became the Agreement, and any successor of a Continuing Director while such successor is a member of the Company Board, who is not an Affiliate, representative or designee of Parent or Purchaser and whose initial election was recommended or initial nomination for election elected to succeed such Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyDirectors.

Continuing Director. A For purposes of this Agreement, the term "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 means any member of the Board of Directors of the Company who was (i) a member of such Board on the date of this Agreement or subsequently became hereof, (ii) elected by 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 majority of the Continuing Directors then on such Board or (iii) recommended to be elected as a member of the Board of Directors by a majority of the CompanyContinuing Directors then on such Board.

Continuing Director. A "“Continuing Director" ” shall mean a Director of the Company Employer 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 Employer on the date of this Agreement or subsequently became a Director of the Company Employer and whose initial election or initial nomination for election by the Company's Employer’s stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyEmployer.

Continuing Director. A "For purposes of this Agreement, the term “Continuing Director" ” shall mean a Director of the Company any person 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 Company, while such person is a member of the Board of Directors, and who (a) was a member of the Board of Directors on the date of this Agreement as first written above or (b) subsequently became becomes a Director member of the Company and whose initial Board of Directors, if such person’s nomination for election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on to the Board of Directors is recommended or approved by a majority of the CompanyContinuing Directors.

Continuing Director. A For purposes of this Agreement, the term "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 means any member of the Board of Directors of the Company who was a member of such Board on the date hereof and any successor of this Agreement or subsequently became a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Companysuch Board.

Continuing Director. A "“Continuing Director" ” shall mean a Director 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders ’s shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "Continuing Director" shall mean a Director of the Company who (i) is a Director of the Company on the date hereof or (ii) (A) is not an Acquiring Person, an Affiliate or Associate, or a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (iiB) 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 a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A For purposes of this Agreement, "Continuing Director" shall mean a Director of the Company means any individual who either (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 (iia) was either a member of the Company's Board of Directors of the Company on the date hereof, or (b) was designated (before or at the time of this Agreement his or subsequently became her initial election as a Director) as a Continuing Director by a majority 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 then Continuing Directors then on the Board of Directors of the CompanyDirectors.

Continuing Director. A "Continuing Director" shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A The term "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 any member of the Board of Directors of the Company on the date who is not an officer, an Acquiring Person, is not affiliated with or an Associate of this Agreement or subsequently became an Acquiring Person and who either (1) was a Director member of the Company and whose initial election Board of Directors prior to the Shares Acquisition Date or initial nomination (2) was recommended for election by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on in office at the Board of Directors of the Companytime such director was nominated for election.

Continuing Director. A "The term “Continuing Director" shall mean a Director of the Company who ” means (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 any member of the Board of Directors of the Company (the “Board”) who was a member of such Board on the date August 15, 1996, (ii) any successor of this Agreement or subsequently became a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors Board, and (iii) any appointee who is recommended by a majority of the CompanyContinuing Directors then on the Board.

Continuing Director. A "Continuing Director" shall mean a Director of ------------------- the Company who (i) is not an Acquiring Person, an Affiliate or AssociateAssociate 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 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. A For purposes of this Agreement, the term "Continuing Director" shall mean a Director means any member of the Company Board 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 hereof and any successor of this Agreement or subsequently became a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Companysuch Board.

Continuing Director. A "Continuing Director" shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 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 a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A For purposes of this ------------------- Agreement, the term "Continuing Director" shall mean a Director of the Company who means (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 any member of the Board of Directors of the Company who was a member of such Board on the date May 1, 1997, (ii) any successor of this Agreement or subsequently became a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the such Board of Directors and (iii) additional directors elected by a majority of the CompanyContinuing Directors then on such Board.

Continuing Director. A "Continuing Director" shall mean a Director any member of the Company Board of Directors of the Company, while such person is a member of the Board of Directors of the Company, who (i) is not an Acquiring PersonAffiliate, an Affiliate representative or Associate, a representative designee of an Acquiring Person Parent or nominated for election by an Acquiring Person, Acquisition Sub and (ii) was either a member of the Board of Directors of the Company on prior to the date of this Agreement or subsequently became the Agreement, and any successor of a Continuing Director while such successor is a member 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, who is not an Affiliate, representative or designee of Parent or Acquisition Sub and was recommended or elected to succeed such Continuing Director by a majority of Continuing Directors.

Continuing Director. A "Continuing Director" shall mean a ------------------- Director of the Company who (i) is not an Acquiring Person, an Affiliate or AssociateAssociate 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 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. A "“Continuing Director" ” shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders ’s shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "Continuing Director" shall mean a Director 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "Continuing Director" shall mean any person who ------------------- is a Director member of the Company Board, while such person is a member of the Board, who (i) is not an Acquiring Person, an Affiliate or Associate, Associate of an Acquiring Person or a representative of an Acquiring Person or nominated for election by an Acquiring Person, of any such Affiliate or Associate and who (iii) was either a member of the Board of Directors of the Company on the date of this Agreement grant of the Option or (ii) subsequently became a Director member of the Company and whose initial election Board, upon the nomination or initial nomination for election by recommendation, or with the Company's stockholders was approved by at least two-thirds approval of, a majority of the Continuing Directors then on the Board of Directors of the CompanyDirectors.

Continuing Director. A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, or 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 a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A For purposes of this Agreement, the term "Continuing Director" shall mean a Director of the Company who means (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 any member of the Board of Directors of the Company who was a member of such Board on the date May 1, 1997, (ii) any successor of this Agreement or subsequently became a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the such Board of Directors and (iii) additional directors elected by a majority of the CompanyContinuing Directors then on such Board.

Continuing Director. A "Continuing Director" shall mean any person who is a Director member of the Company Board, while such person is a member of the Board, who (i) is not an Acquiring Person, an Affiliate or Associate, Associate of an Acquiring Person or a representative of an Acquiring Person or nominated for election by an Acquiring Person, of any such Affiliate or Associate and who (iii) was either a member of the Board of Directors of the Company on the date of this Agreement hereof or (ii) subsequently became a Director member of the Company and whose initial election Board, upon the nomination or initial nomination for election by recommendation, or with the Company's stockholders was approved by at least two-thirds approval of, a majority of the Continuing Directors then on the Board of Directors of the CompanyDirectors.

Continuing Director. A "“Continuing Director" ” shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders ’s shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A For purposes of this Agreement, the term "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 means any member of the Board of Directors of the Company who was (i) a member of such Board on the date of this Agreement or subsequently became hereof; (ii) elected by 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 majority of the Continuing Directors then on such Board; or (iii) recommended to be elected as a member of the Board of Directors by a majority of the CompanyContinuing Directors then on such Board.

Continuing Director. A "Continuing Director" shall mean a Director ------------------- 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "“Continuing Director" ” shall mean a Director any member of the Company Board of Directors of the Company, while such person is a member of the Board of Directors of the Company, who (i) is not an Acquiring PersonAffiliate, an Affiliate representative or Associate, a representative designee of an Acquiring Person Parent or nominated for election by an Acquiring Person, Acquisition Sub and (ii) was either a member of the Board of Directors of the Company on prior to the date of this Agreement or subsequently became the Agreement, and any successor of a Continuing Director while such successor is a member 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, who is not an Affiliate, representative or designee of Parent or Acquisition Sub and was recommended or elected to succeed such Continuing Director by a majority of Continuing Directors.

Continuing Director. A "For purposes of this Agreement, the term “Continuing Director" shall mean a Director of the Company who ” means (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 any member of the Board of Directors of the Company who was a member of such Board on the date of this Agreement or subsequently became Agreement, (ii) any successor of a Continuing Director of the Company and whose initial election or initial nomination for election who is recommended to succeed a Continuing Director by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the such Board of Directors and (iii) additional directors elected by a majority of the CompanyContinuing Directors then on such Board.

Continuing Director. A "“Continuing Director" ” shall mean a Director member of the Company Board who (ia) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (iib) was either a member of the Board of Directors of the Company Board, on the date of this Agreement or subsequently became a Director member of the Company Board and whose initial election or initial nomination for election by the Company's ’s stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.

Continuing Director. A "Continuing Director" 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 as of the Company on the date of this Agreement hereof, and any other director who was appointed or subsequently became a Director of the Company and whose initial election or initial nomination nominated for election to the Board of Directors by the Company's stockholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Companyin office.

Continuing Director. A "“Continuing Director" ” shall mean a Director any member of the Company who (i) Board, while such person 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 Company Board, who is not an Affiliate or representative of Directors Parent or Acquisition Sub and was a member of the Company on Board prior to the date of this Agreement or subsequently became the Agreement, and any successor of a Continuing Director while such successor is a member of the Company and whose initial election Board, who is not an Affiliate or initial nomination for election by the Company's stockholders was approved by at least two-thirds representative of the Parent or Acquisition Sub and is recommended or elected to succeed such Continuing Directors then on the Board Director by a majority of Directors of the CompanyContinuing Directors.

Continuing Director. A "Continuing Director" shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or a representative of an Acquiring Person or nominated for election by an Acquiring Person, 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 a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A "Continuing Director" shall mean a Director director of ------------------- the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 director of the Company and whose initial election or initial nomination for election by the Company's stockholders shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the Company.

Continuing Director. A "“Continuing Director" ” shall mean a Director any member of the Company who (i) board of directors of the Company, while such person 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 board of Directors directors of the Company, who is not an Affiliate, representative or designee of Parent or Acquisition Sub and was a member of the board of directors of the Company on prior to the date of this Agreement or subsequently became the Agreement, and any successor of a Continuing Director while such successor is a member of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds board of the Continuing Directors then on the Board of Directors directors of the Company, who is not an Affiliate, representative or designee of Parent or Acquisition Sub and was recommended or elected to succeed such Continuing Director by a majority of Continuing Directors.

Continuing Director. A "Continuing Director" shall mean a Director director of the Company who (i) is not an Acquiring Person, Person or an Affiliate or AssociateAssociate thereof, or 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 Option Agreement or subsequently became a Director director of the Company and whose initial election or initial nomination for election by the Company's stockholders shareholders was approved by at least two-thirds a majority of the Continuing Directors then on the Board of Directors of the CompanyBoard.