Common use of Continuing Directors Clause in Contracts

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. The “Continuing Directors” consist of the seven six 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 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 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. The “Continuing Directors” consist of the seven six 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. The “term "Continuing Directors” consist " shall mean, as of the seven persons date of determination, any individual who are members of the Board of Directors as constituted either (i) was a director at as of the date of this Agreement; provided, however, that any individual who becomes a Director subsequent Agreement or (ii) was nominated for election or elected to the date hereof whose election or nomination for election by Board of Directors with the Corporation’s shareholders was approved by a affirmative vote of at least a majority of the Directors directors then comprising still in office who either were directors at as of the date of this Agreement or whose election or nomination for election was previously so approved, but shall exclude any person whose initial election to 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 occurs 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 Exchange 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 Directoran actual or threatened tender offer.