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).
Appears in 11 contracts
Samples: Employment Agreement (Baker Michael Corp), Employment Continuation Agreement (Sylvan Inc), Employment Continuation Agreement (Baker Michael Corp)
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 CIC 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).
Appears in 2 contracts
Samples: Employment Continuation Agreement (Michael Baker Corp), Employment Continuation Agreement (Michael Baker Corp)
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 Act1934 Act or any successor rule).
Appears in 2 contracts
Samples: Employment Continuation Agreement (Westinghouse Air Brake Technologies Corp), Employment Continuation Agreement (Westinghouse Air Brake Technologies Corp)
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).
Appears in 1 contract
Samples: Employment Continuation Agreement (Baker Michael Corp)