Common use of Certain Investor Obligations Clause in Contracts

Certain Investor Obligations. (a) Each of Remus Capital, Sponsor or Xxxxxxxx Xxxx, severally and not jointly, agrees and commits solely with the Company (and not any other party) that such party will appear in person or by proxy at any meeting of Company stockholders at which directors are to be elected and vote all shares beneficially owned by such party in favor of each of the nominees on the slate of director nominees nominated by the Company and otherwise in accordance with the Board’s recommendation on any other proposal relating to the appointment, election or removal of directors. The obligation for Remus Capital to comply with this Section 7.3.4(a) shall automatically terminate without any further action at such time as the Remus Director Nomination Number is zero (0). The obligation for the Sponsor to comply with this Section 7.3.4(a) shall automatically terminate without any further action at such time as the Sponsor Director Nomination Number is zero (0). The obligation for Xxxxxxxx Xxxx to comply with this Section 7.3.4(a) shall automatically terminate without any further action at such time as the Gaur Director Nomination Number is zero (0). (b) Each of Remus Capital, Sponsor or Xxxxxxxx Xxxx, severally and not jointly, agrees and commits solely with the Company (and not any other party) that (x) solely in the case of Remus Capital, prior to any Remus Nominees (including any Replacement Remus Nominees) being appointed to the Board, (y) solely in the case of the Sponsor, prior to any Sponsor Nominee (including any Replacement Sponsor Nominee) being appointed to the Board, or (z) solely in the case of the Gaur Nominee, prior to any Gaur Nominee (including any Replacement Gaur Nominee) being appointed to the Board, the Remus Nominee, the Sponsor Nominee and/or the Gaur Nominee, as the case may be, shall have submitted to the Board a duly executed irrevocable resignation letter pursuant to which such nominee(s) shall resign from the Board and all applicable committees thereof automatically and effective immediately if Remus Capital (solely in the case of the Remus Nominees), the Sponsor (solely in the case of the Sponsor Nominee) or Xxxxxxxx Xxxx (solely in the case of the Gaur Nominee), fail(s) to have the right to nominate such nominee(s) to the Board. Remus Capital shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Remus Director Nomination Number is reduced to zero (0) at any time. The Sponsor shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Sponsor Director Nomination Number is reduced to zero (0) at any time. Xxxxxxxx Xxxx shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Gaur Director Nomination Number is reduced to zero (0) at any time.

Certain Investor Obligations. (ai) Each of Remus Capitalthe SoftBank Investors, Sponsor or Xxxxxxxx Xxxxthe Silver Lake Investors, the QIA Investors and the Red Crow Investors, severally and not jointly, agrees and commits solely with the Company (and not any other party) that such party will appear in person or by proxy at any meeting of Company stockholders shareholders at which directors are to be elected and vote all shares beneficially owned by such party in favor of each of the nominees on the slate of director nominees nominated by the Company and otherwise in accordance with the Board’s recommendation on any other proposal relating to the appointment, election or removal of directors. The obligation for Remus Capital the SoftBank Investors to comply with this Section 7.3.4(a3.4(d)(i) shall automatically terminate without any further action at such time as the Remus SoftBank Director Nomination Number is zero (0). The obligation for the Sponsor Silver Lake Investors to comply with this Section 7.3.4(a3.4(d)(i) shall automatically terminate without any further action at such time as the Sponsor Silver Lake Director Nomination Number is zero (0). The obligation for Xxxxxxxx Xxxx the QIA Investors to comply with this Section 7.3.4(a3.4(d)(i) shall automatically terminate without any further action at such time as the Gaur QIA Director Nomination Number is zero (0). The obligation for the Red Crow Investors to comply with this Section 3.4(d)(i) shall automatically terminate without any further action at such time as the Red Crow Director Nomination Number is zero (0). (bii) Each of Remus Capitalthe SoftBank Investors, Sponsor or Xxxxxxxx Xxxxthe Silver Lake Investors, the QIA Investors and the Red Crow Investors, severally and not jointly, agrees and commits solely with the Company (and not any other party) that (w) solely in the case of the SoftBank Investors, prior to any SoftBank Nominees (including any Replacement SoftBank Nominees) being appointed to the Board, (x) solely in the case of Remus Capitalthe Silver Lake Investors, prior to any Remus Nominees Silver Lake Nominee (including any Replacement Remus NomineesSilver Lake Nominee) being appointed to the Board, (y) solely in the case of the SponsorQIA Investors, prior to any Sponsor QIA Nominee (including any Replacement Sponsor QIA Nominee) being appointed to the Board, or Board and (z) solely in the case of the Gaur NomineeRed Crow Investors, prior to any Gaur Red Crow Nominee (including any Replacement Gaur Red Crow Nominee) being appointed to the Board, the Remus SoftBank Nominees, the Silver Lake Nominee, the Sponsor QIA Nominee and/or the Gaur Red Crow Nominee, as the case may be, shall have submitted to the Board a duly executed irrevocable resignation letter pursuant to which such nominee(s) shall resign from the Board and all applicable committees thereof automatically and effective immediately if Remus Capital the SoftBank Investors in the aggregate (solely in the case of the Remus SoftBank Nominees), the Sponsor Silver Lake Investors in the aggregate (solely in the case of the Sponsor Silver Lake Nominee) or Xxxxxxxx Xxxx ), the QIA Investors in the aggregate (solely in the case of the Gaur QIA Nominee) or the Red Crow Investors in the aggregate (solely in the case of the Red Crow Nominee), fail(s) to have the right to nominate such nominee(s) to the Board. Remus Capital The SoftBank Investors shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Remus SoftBank Director Nomination Number is reduced to one (1) or reduced to zero (0) at any time. The Sponsor Silver Lake Investors shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Sponsor Silver Lake Director Nomination Number is reduced to zero (0) at any time. Xxxxxxxx Xxxx The QIA Investors shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Gaur QIA Director Nomination Number is reduced to zero (0) at any time. The Red Crow Investors shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Red Crow Director Nomination Number is reduced to zero (0) at any time. (iii) The SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors agree to vote in favor of a requirement that a “say-on-pay” stockholder vote be conducted on an annual basis at each meeting of the stockholders where the stockholders are entitled to vote on such matter. The obligation for the SoftBank Investors to comply with this Section 3.4(d)(iii) shall automatically terminate without any further action at such time as the SoftBank Director Nomination Number is zero (0). The obligation for the Silver Lake Investors to comply with this Section 3.4(d)(iii) shall automatically terminate without any further action at such time as the Silver Lake Director Nomination Number is zero (0). The obligation for the QIA Investors to comply with this Section 3.4(d)(iii) shall automatically terminate without any further action at such time as the QIA Director Nomination Number is zero (0). The obligation for the Red Crow Investors to comply with this Section 3.4(d)(iii) shall automatically terminate without any further action at such time as the Red Crow Director Nomination Number is zero (0).

Certain Investor Obligations. (ai) Each of Remus CapitalSponsor, Sponsor or Xxxxxxxx Xxxxthe SoftBank Investors and the Red Crow Investors, severally and not jointly, agrees and commits solely with the Company (and not any other party) that such party will appear in person or by proxy at any meeting of Company stockholders shareholders at which directors are to be elected and vote all shares beneficially owned by such party in favor of each of the nominees on the slate of director nominees nominated by the Company and otherwise in accordance with the Board’s recommendation on any other proposal relating to the appointment, election or removal of directors. The obligation for Remus Capital to comply with this Section 7.3.4(a) shall automatically terminate without any further action at such time as the Remus Director Nomination Number is zero (0). The obligation for the Sponsor to comply with this Section 7.3.4(a3.3(d)(i) shall automatically terminate without any further action at such time as the Sponsor Director Nomination Number is zero (0). The obligation for Xxxxxxxx Xxxx the SoftBank Investors to comply with this Section 7.3.4(a3.3(d)(i) shall automatically terminate without any further action at such time as the Gaur Director Nomination Number is zero (0)SoftBank Investors in the aggregate no longer meet the SoftBank Independent Minimum Ownership Threshold. The obligation for the Red Crow Investors to comply with this Section 3.3(d)(i) shall automatically terminate without any further action at such time as the Red Crow Investors in the aggregate no longer meet the Red Crow Independent Minimum Ownership Threshold. (bii) Each of Remus CapitalSponsor, Sponsor or Xxxxxxxx Xxxxthe SoftBank Investors and the Red Crow Investors, severally and not jointly, agrees and commits solely with the Company (and not any other party) that (x) ), solely in the case of Remus CapitalSponsor, prior to any Remus Nominees Sponsor Independent Nominee (including any Replacement Remus NomineesSponsor Independent Nominee) being appointed to the Board, (y) solely in the case of the SponsorSoftBank Investors, prior to any Sponsor SoftBank Independent Nominee (including any Replacement Sponsor SoftBank Independent Nominee) being appointed to the Board, or Board and (z) solely in the case of the Gaur NomineeRed Crow Investors, prior to any Gaur Red Crow Independent Nominee (including any Replacement Gaur Red Crow Independent Nominee) being appointed to the Board, the Remus NomineeSponsor Independent Nominees, the Sponsor SoftBank Independent Nominee and/or the Gaur Red Crow Independent Nominee, as the case may be, shall have submitted to the Board a duly executed irrevocable resignation letter pursuant to which such nominee(s) shall resign from the Board and all applicable committees thereof automatically and effective immediately if Remus Capital (solely Sponsor in the case of the Remus Nominees), the Sponsor aggregate (solely in the case of the Sponsor Nominee) or Xxxxxxxx Xxxx Independent Nominees), the SoftBank Investors in the aggregate (solely in the case of the Gaur SoftBank Independent Nominee) or the Red Crow Investors in the aggregate (solely in the case of the Red Crow Independent Nominee), fail(s) to have the right to nominate such nominee(s) to the Board. Remus Capital shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Remus Director Nomination Number is reduced to zero (0) at any time. The Sponsor shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Sponsor Director Nomination Number is reduced to one (1) or reduced to zero (0) at any time. Xxxxxxxx Xxxx The SoftBank Investors shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Gaur SoftBank Investors, in the aggregate, fail to satisfy the SoftBank Independent Minimum Ownership Threshold at any time. The Red Crow Investors shall promptly (and in any event within five (5) business days) provide written notice to the Company if the Red Crow Director Nomination Number is reduced to zero (0) at any time.