Changes in Shareholding. 4.3.1 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment two VNU Directors ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that one of the VNU Directors nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward only have the right to nominate for removal, appointment or re-appointment one VNU Director. 4.3.2 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment only one VNU Director (either on the basis of Article 4.1.1 or on the basis of Article 4.3.1) ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that the VNU Director nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward not have the right to nominate for removal, appointment or re-appointment any VNU Director.
Appears in 3 contracts
Samples: Shareholders Agreement, Shareholder Agreement (Nielsen CO B.V.), Shareholder Agreement (Global Media USA, LLC)
Changes in Shareholding. 4.3.1 6.4.1 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment two VNU Directors Investor Representatives ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that one of the VNU Directors Investor Representatives nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward only have the right to nominate for removal, appointment or re-appointment one VNU DirectorInvestor Representative.
4.3.2 6.4.2 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment only one VNU Director Investor Representative (either on the basis of Article 4.1.1 6.2.1 or on the basis of Article 4.3.16.4.1) ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that the VNU Director Investor Representative nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward not have the right to nominate for removal, appointment or re-appointment any VNU DirectorInvestor Representative.
Appears in 2 contracts
Samples: Shareholder Agreement (Nielsen CO B.V.), Shareholder Agreement (Global Media USA, LLC)
Changes in Shareholding. 4.3.1 6.4.1 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment two VNU Directors Investor Representatives ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that one of the VNU Directors Investor Representatives nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward only have the right to nominate for removal, appointment or re-appointment one VNU DirectorInvestor Representative.
4.3.2 6.4.2 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment only one VNU Director Investor Representative (either on the basis of Article 4.1.1 6.2.1 or on the basis of Article 4.3.16.
4.1) ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that the VNU Director Investor Representative nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward not have the right to nominate for removal, appointment or re-appointment any VNU DirectorInvestor Representative.
Appears in 1 contract
Samples: Shareholders Agreement