Incumbent Directors

Incumbent Directors. Means members of the Board who either (A) are members of the Board as of the date hereof, (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the members of the Board who are Incumbent Directors described in (A) above at the time of such election or nomination, or (C) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the members of the Board who are Incumbent Directors described in... (A) or (B) above at the time of such election or nomination. Notwithstanding the foregoing, 'Incumbent Directors' will not include an individual whose election or nomination to the Board occurs in order to provide representation for a person or group of related persons who have initiated or encouraged an actual or threatened proxy contest relating to the election of members of the Board. View More

Incumbent Directors. Persons who, as of the Commencement Date, constitute the Board; provided that any person becoming a director of the Parent subsequent to the Commencement Date shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by a vote of at least a majority of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to... the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director. View More

Incumbent Directors. Persons who, as of the Effective Date, constitute the Board.

Incumbent Directors. Directors who either (i) are directors of the Company as of the Effective Date, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors then still in office who either were directors on the Effective Date or whose election or nomination for election was so approved, but excluding any director who was elected in connection with any actual or threatened proxy contest.

Incumbent Directors. Directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company's stockholders was... approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof. View More

Incumbent Directors. Shall mean those members of the Board serving as such immediately prior to the consummation of any transaction which by its terms or otherwise results in a change in the composition of the Board.

Incumbent Directors. Means directors who (i) are directors of the Company as of the date hereof, (ii) are elected, or nominated for election, to the Board with the affirmative votes of the directors of the Company as of the date hereof, or (iii) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i) through (v) of the definition of Change in Control... or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. View More

Incumbent Directors. (i) the directors who are members of the Board of Directors on the Effective Date (excluding Jerry Moyes); (ii) any new directors whose appointment or election to the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least 75% of the members of the Board of Directors on the Effective Date (excluding Jerry Moyes); and (iii) any new directors whose appointment or election to the Board of Directors was approved by at least 75% of the Board of... Directors on the Effective Date (excluding Jerry Moyes). A director who is approved pursuant to clauses (ii) and (iii) above shall be deemed to be a member of the Board of Directors on the Effective Date. View More

Incumbent Directors. The members of the Board as determined immediately prior to the relevant transaction or event described in Section 2(g).

Incumbent Directors. Directors who either (A) are directors of the Company as of the effective date of the Plan, which for this purpose shall be the date of its approval by the stockholders of the Company, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy... contest relating to the election of directors to the Company). If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a "change in the ownership or effective control of" the Company or "a change in the ownership of a substantial portion of the assets of" the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant's consent, amend the definition of "Change in Control" to conform to the definition of "Change in Control" under Section 409A of the Code, and the regulations thereunder. View More