definiens: as defined by Rule 5605(a)(2 ) of the NASDAQ Marketplace Rules and eligible to serve on the Company ’s auditcommittee under the Exchange Act and NASDAQ Marketplace Rules, and at least one of whom shall be an as defined in Items 407(d)(5)(ii ) and ( iii ) of Regulation S - K ( the ) ; provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take allnecessary action ( including creating a committee of the Board of Directors of the Company ) so that the Continuing Director(s)shall be entitled to elect or designate another Person ( or Persons ) to fill such vacancy, and such Person ( or Persons ) shall bedeemed to be a Continuing Director for purposes of this Agreement . If no Continuing Director then remains, the otherdirectors shall designate three Persons who are not officers, directors or employees of Parent, Purchaser, or any of theirAffiliates to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement