definiens: shall mean a member of the Company ’s Board of Directors who is a member of the Company ’s Board of Directors on the dateof this Agreement . If the number of directors who are Continuing Directors is reduced to below three prior to the EffectiveTime, the remaining Continuing Directors shall be entitled to designate an individual to fill such vacancy who is not a currentor former officer, director, employee or consultant of Parent or any of its Subsidiaries ( a ) and who shall bedeemed a Continuing Director for all purposes of this Agreement, and the Company shall cause such designee to be appointedto the Board of Directors of the Company . If, notwithstanding compliance with the foregoing provisions, the number ofContinuing Directors is reduced to zero, then the other directors on the Board of Directors of the Company shall designate andappoint to the Board of Directors of the Company three individuals who are not Parent Insiders who shall be deemedContinuing Directors for all purposes of this Agreement . The Continuing Directors shall have the authority to retain suchcounsel ( which may include current counsel to the Company ) and other advisors at the expense of the Company as determinedby the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforceperformance of this Agreement or any of the Company ’s rights hereunder, in each case to the extent reasonably appropriate tothe exercise and discharge of their fiduciary and other duties