Common use of Continuing Director Clause in Contracts

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.