definiens: as defined by Rule 5605(a)(2 ) of the NASDAQ Marketplace Rules andeligible to serve on the Company ’s audit committee under the Exchange Act and NASDAQ Marketplace Rules, andat least one of whom shall be an as defined in Items 407(d)(5)(ii ) and ( iii ) ofRegulation S - K ( the ) ; provided, however, that if any Continuing Director is unable to servedue to death, disability or resignation, the Company shall take all necessary action ( including creating a committeeof the Board of Directors of the Company ) so that the Continuing Director(s ) shall be entitled to elect or designateanother Person ( or Persons ) to fill such vacancy, and such Person ( or Persons ) shall be deemed to be a ContinuingDirector for purposes of this Agreement . If no Continuing Director then remains, the other directors shall designatethree Persons who are not officers, directors or employees of Parent, Purchaser, or any of their Affiliates to fill suchvacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement