Initial Directors

Initial Directors. Those Directors of the Company on the Effective Date; provided, however, that any individual who becomes a Director of the Company thereafter whose election or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the Initial Directors then comprising the Board (or by the nominating committee of the Board, if such committee is comprised of Initial Directors and has such authority) shall be deemed to have been an Initial Director; and provided... further, that no individual shall be deemed to be an Initial Director if such individual initially was elected or nominated as a Director of the Company as a result of: (i) an actual or threatened solicitation by a Person (other than the Board) made for the purpose of opposing a solicitation by the Board with respect to the election or removal of Directors; or (ii) any other actual or threatened solicitation of proxies or consents by or on behalf of any Person (other than the Board) View More

Initial Directors. For purposes of this Agreement, "Initial Directors" means individuals who either (A) are members of the Board as of the date of this Agreement or (B) are elected or nominated for election to the Board with the affirmative votes of at least two-thirds of those directors whose election or nomination to the Board was not in connection with any Change in Control transaction or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.