Common use of Term of the Agreement; Termination of Certain Provisions Clause in Contracts

Term of the Agreement; Termination of Certain Provisions. (a) This Agreement may be terminated in its entirety as follows: (i) at any time by written consent of all of the parties to this Agreement; or (ii) following the conversion of all the shares of Class B Common Stock into shares of Class A Common Stock, in accordance with the Charter, by written consent of Covered Persons holding at least two-thirds of the total number of outstanding shares of Covered Common Stock. (b) Any Person who has Transferred all of its shares of Covered Common Stock, other than to a Permitted Transferee, died, or whose employment with the Company or any of its Subsidiaries has been terminated, shall cease to be a Covered Person and shall no longer be bound by, or have any rights pursuant to, the provisions of this Agreement, and such Person’s name shall be removed from Schedule A to this Agreement. Additionally, the shares of Class B Common Stock owned by any such Person, if any, shall automatically convert into shares of Class A Common Stock, in accordance with the Charter. (c) Sections 3.04 and 3.06 shall survive the termination of this Agreement and shall continue to apply to each Person who ceases to be a Covered Person.

Appears in 4 contracts

Samples: Employee Shareholders' Agreement, Employee Shareholders' Agreement (Victory Capital Holdings, Inc.), Employee Shareholders' Agreement (Brown David Craig)

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