Continuing Director
Continuing Director. Means, with respect to any event referred to in the definition of "Change of Control", each individual who was a director of the Company immediately prior to the event in question and each individual whose election as a director by the Board or whose nomination for election by the stockholders of the Company was approved by a vote of two-thirds of the directors then still in office who were directors immediately prior to such event or whose election or nomination was previously so approved.
Found in
XERIUM TECHNOLOGIES INC contract
Continuing Director. Of State Auto Financial or State Auto Mutual, as the case may be, means a director who was either (A) first elected or appointed as a director on or prior to the Commencement Date; or (B) subsequent to the Commencement Date was elected or appointed as a director if such director was nominated by the Nominating Committee of State Auto Financial or State Auto Mutual, as the case may be, or appointed by at least two thirds of the total number of then Continuing Directors of State Auto Financial or...
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Found in
State Auto Financial CORP contract
Continuing Director. A director who was either (i) first elected or appointed as a director prior to the Effective Date, in the case of a director of State Auto Mutual, or first elected or appointed as a director by State Auto Mutual on or about the Effective Date, in the case of a director of the Company, or (ii) subsequently elected or appointed as a director if such director was nominated by the Nominating and Governance Committee of the Board of Directors of State Auto Mutual or was appointed by at least two...
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Found in
State Auto Financial CORP contract
Continuing Director. A member of the Board of Directors of Parent (i) who is not an employee of Parent or its subsidiaries or of a holder of, or an employee or an Affiliate of an entity or group that holds, thirty-five (35%) or more of the Parent Shares and (ii) who either was a member of the Board of Directors of Parent on December 31, 2002, or who subsequently became a director of the Parent and whose election, or nomination for election, by Parent's shareholders was approved by a vote of a majority of the...
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Continuing Director. A director of Yellow who meets the definition of Continuing Director contained in the Certificate of Incorporation of Yellow, as amended.
Found in
YRC Worldwide Inc. contract
Continuing Director. A director of YRC who meets the definition of Continuing Director contained in the Certificate of Incorporation of YRC, as amended
Found in
YRC Worldwide Inc. contract
Continuing Director. Any member of the Board of Directors who was such a member on the date on which this Plan was approved by the Committee and any successor to such a Continuing Director who is approved as a nominee or elected to succeed a Continuing Director by a majority of Continuing Directors who are then members of the Board of Directors.
Found in
W R GRACE & CO contract
Continuing Director. Means any individual who was a member of the Board on the date of this Agreement or thereafter elected by the shareholders of the Company or appointed by the Board prior to the date as of which a person becomes a Substantial Shareholder (as such term is defined in Article Seventh of the Company's Amended Articles of Incorporation as in effect on the date of this Agreement) or an individual designated (before his or her initial election or appointment as a director) as a Continuing Director by a...
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Found in
Worthington Industries contract
Continuing Director. (a) any member of the board of directors of the Borrower who was a director (or comparable manager) of the Borrower on the date hereof, and (b) any individual who becomes a member of the board of directors of the Borrower after the date hereof if such individual was appointed or nominated for election to the board of directors of the Borrower by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the board of directors in...
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Found in
Ventas Inc contract
Continuing Director. An individual (A) who is, as of the effective date of the Plan, a director of the Company, (B) who is elected as a director of the Company subsequent to the effective date hereof pursuant to a nomination or board representation right of preferred stockholders of the Company, or (C) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company's stockholders, was approved by at least a majority of the then Continuing...
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All Definitions
Found in
SPS Commerce, Inc. contract