Continuing Director

Continuing Director. Means (i) any member of the Board of Directors of the Company as of the date of this Agreement (a "Current Director"), (ii) any individual who subsequently becomes a member of such Board if such individual's election or nomination for election to such Board is recommended or approved by a majority of directors who are Current Directors (an "Approved Director"), or (iii) any individual who subsequently becomes a member of such Board if such individual's election or nomination for election to the... Board is approved by a majority of any and all Current Directors and Approved Directors then serving on the Board. View More

Continuing Director. Means, as of any date of determination, any member of the Board who (a) was a member of the Board immediately following the closing on April 7, 2006; (b) was nominated for election or elected to such Board with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election; or (c) was designated or appointed by Kohlberg Management V, L.L.C. or any of its Affiliates.

Continuing Director. Shall mean any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person, or a representative of an Acquiring Person or any such Affiliate or Associate, and who: (i) was a member of the Board of Directors on the date of this Agreement as first written above; or (ii) subsequently becomes a member of the Board of Directors, if such person's initial nomination for election or initial... election to the Board of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this Section 5(e), "Affiliate" and "Associate" shall have the respective meanings described to such terms in Rule 12-b-2 promulgated under the Exchange Act. View More

Continuing Director. Shall mean, as of any date, any member of the Board or the board of directors of any entity (or its parent) surviving or resulting from any consolidation, merger, reorganization or other acquisition with the Company, which member: (i) was a member of the Board on the date that was 24 months prior to such date; or (ii) was nominated for election to the Board by the Purchaser or with the approval of a majority of the Continuing Directors who were members of the Board at the time of such... nomination. View More

Continuing Director. Means, on any date, a member of the Board of Directors who (i) was a member of such board on the Execution Date (as defined in the Securities Purchase Agreement) or (ii) was nominated or elected by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board of Directors was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election.

Continuing Director. Means as of any date of determination, any member of the board of directors of the US Borrower who (a) was a member of such board of directors on the Fifth Amendment Effective Date or (b) was nominated for election or election to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

Continuing Director. Of a Principal means each member of such Principal's Board of Directors as of March 27, 1986 and any successor of a Continuing Director who is recommended to succeed a Continuing Director by a majority of the Continuing Directors then in office.

Continuing Director. Means any member of the Board of Directors of Ralcorp, as of February 1, 1997 while such person is a member of the Board, and any other director, while such other director is a member of the Board, who is recommended or elected to succeed the Continuing Director by at least two-thirds (2/3) of the Continuing Directors then in office.

Continuing Director. Means a director who either was a member of the Board of Directors of either SED or the Subsidiary, as the case may be, on the date hereof, or who becomes a member of the Board of Directors of either SED or the Subsidiary, as the case may be, subsequent to such date and whose election or nomination for election by the Board of Directors of either SED or the Subsidiary, as the case may be, was Duly Approved by the Continuing Directors of either SED or the Subsidiary, as the case may be, at the... time of such election or nomination, either by a specific vote or by approval of the proxy statement issued by that company on behalf of the Board of Directors of either SED or the Subsidiary, as the case may be, in which such person is named as a nominee for director. View More

Continuing Director. Means any member of the board of directors who is a member on the effective date of the Plan as set forth in Paragraph 21 hereof or who is elected to the board of directors after such date upon the recommendation or with the approval of a majority of the Continuing Directors at the time of such recommendation or approval.