Termination of Board Designation Rights. Promptly upon the occurrence of the Amazon Investor Rights Termination Event, all obligations of the Company with respect to Amazon and the Amazon Director, the Amazon Designee or the Amazon Observer pursuant to this Article I shall terminate and, unless otherwise consented to by a majority of the members of the Board (in each case, excluding the Amazon Director, if any), Amazon shall cause the Amazon Director to immediately resign from the Board and the Amazon Observer to cease attending meetings of the Board.
Termination of Board Designation Rights. Promptly upon the occurrence of the Walgreens Investor Rights Termination Event, all obligations of the Company with respect to the Investors and any Walgreens Director or Walgreens Designee pursuant to this Article I (other than Section 1.1(f)) shall terminate and unless otherwise consented to by a majority of the members of the Board (in each case, excluding Walgreens Directors, if any) the Investors shall cause any Walgreens Directors to immediately resign from the Board. Promptly upon the occurrence of the Walgreens Investor Rights Step-Down Event, to the extent there is more than one (1) Walgreens Director, unless otherwise consented to by a majority of the members of the Board (in each case, excluding Walgreens Directors, if any), the Investors shall cause one (1) Walgreens Director to immediately resign from the Board.
Termination of Board Designation Rights. Promptly upon the end of the Montpelier Investor Rights Period, all obligations of the Company with respect to Montpelier, any Montpelier Director and Montpelier Designee pursuant to this Article IV shall terminate.
Termination of Board Designation Rights. Promptly upon the occurrence of the Walgreens Investor Rights Termination Event, all obligations of the Company with respect to the Investors and any Walgreens Director or Walgreens Designee pursuant to this Article I shall terminate and unless otherwise consented to by a majority of the members of the Board (in each case, excluding Walgreens Directors, if any) the Investors shall cause any Walgreens Directors to immediately resign from the Board. Promptly upon the occurrence of the Walgreens Investor Rights Step-Down Event, to the extent there is more than one (1) Walgreens Director, unless otherwise consented to by a majority of the members of the Board (in each case, excluding Walgreens Directors, if any), the Investors shall cause one (1) Walgreens Director to immediately resign from the Board.
Termination of Board Designation Rights. Notwithstanding anything in this Agreement to the contrary:
(a) promptly upon the termination of the Board Seat Period, (i) all obligations of the Company with respect to the Shareholders and any Shareholder Director or Shareholder Designee pursuant to this Article II shall forever terminate, (ii) the Shareholders shall have no further rights to designate any persons for appointment to the Board and (iii) unless otherwise consented to by the Company, the Parent and the Shareholders shall cause any Shareholder Directors to immediately resign from the Board; and
(b) promptly upon the date that the Investors Beneficially Own (collectively) less than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, the Parent and the Shareholders shall cause one Shareholder Director (such Shareholder Director to be designated by the Parent) to resign from the Board, if at such time there are two Shareholder Directors on the Board; provided, that if the Board, any committee of the Board or the Company reasonably determines that the resignation of a particular Shareholder Director would, immediately following such resignation, result in (A) the composition of the Board of Directors not being in compliance with applicable Law or (B) a majority of the members of the Board being “United States citizens or residents” for purposes of Rule 405 under the Securities Act and Rule 3b-4(c) under the Securities Exchange Act, the Parent and the Shareholders shall, unless otherwise agreed by the Company, cause a different Shareholder Director to resign in lieu of such particular Shareholder Director; provided, further, that the Parent shall at all times during the Board Seat Period be entitled to have at least one Shareholder Director who the Company may not require to resign for the reasons set forth in the foregoing proviso. For the avoidance of doubt, if at any time the Investors do not Beneficially Own any Company Ordinary Shares the Parent and the Shareholders shall cause any Shareholder Directors to immediately resign from the Board.
Termination of Board Designation Rights. Notwithstanding anything in this Agreement to the contrary, (a) promptly upon the termination of the Board Seat Period, (i) all obligations of the Company with respect to the Shareholder and any Shareholder Director or Shareholder Designee pursuant to this Article II shall forever terminate, (ii) the Shareholder shall have no further rights to designate any persons for appointment to the Board and (iii) unless otherwise consented to by the Company, the Parent and the Shareholder shall cause any Shareholder Directors to immediately resign from the Board and (b) promptly upon the date that the Investors Beneficially Own (collectively) less than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, the Parent and the Shareholder shall cause one Shareholder Director (such Shareholder Director to be designated by the Shareholder) to resign from the Board if at such time there are two Shareholder Directors on the Board. For the avoidance of doubt, if at any time the Investors do not Beneficially Own any Company Ordinary Shares the Parent and the Shareholder shall cause any Shareholder Directors to immediately resign from the Board.
Termination of Board Designation Rights. From and after the First Designee Termination Date, (a) Gilead shall no longer be entitled to designate more than two Gilead Designees, and (b) the Company will no longer be obligated to nominate for re-election as a director a Gilead Designee, if, following the appointment of such Gilead Designee to the Board there would be more than two Gilead Designee serving on the Board. At any time thereafter when there are three Gilead Designees serving on the Board, the Company may request in writing that one of such Gilead Designees resign from the Board, and Gilead shall cause a Gilead Designee of its choosing to resign from the Board within five (5) Business Days following such written request. From and after the Second Designee Termination Date, (a) Gilead shall no longer be entitled to designate more than one Gilead Designee, and (b) the Company will no longer be obligated to nominate for re-election as a director a Gilead Designee, if, following the appointment of such Gilead Designee to the Board there would be more than one Gilead Designee serving on the Board. At any time thereafter when there are two Gilead Designees serving on the Board, the Company may request in writing that one of such Gilead Designees resign from the Board, and Gilead shall cause a Gilead Designee of its choosing to resign from the Board within five (5) Business Days following such written request. From and after the Final Designee Termination Date (i) Gilead shall no longer be entitled to designate any Gilead Designees and (ii) at any time when there is any Gilead Designee serving on the Board, the Company may request in writing that such Gilead Designee resign from the Board, and Gilead shall cause such Gilead Designee to resign from the Board within five (5) Business Days following such written request. After the later to occur of the Final Designee Termination Date and the date all Gilead Designees have resigned from the Board in accordance with this Section 2.4, all rights of Gilead and obligations of the Company under this Article 2 shall terminate, provided that, for clarity, the Company shall continue to indemnify and provide any former Gilead Designees with director and officer liability insurance to the same extent it indemnifies and provides insurance for the other non-employee past members of the Board pursuant to its organizational documents, applicable law or otherwise.
Termination of Board Designation Rights. Promptly upon the occurrence of any SP Investor Rights Termination Event or KKR Investor Rights Termination Event, as applicable, all obligations of the Company with respect to the SP Investors and any SP Investor Director or SP Investor Designee (including SP) pursuant to this Article I, or with respect to the KKR Investors and any KKR Investor Director or KKR Investor Designee pursuant to this Article I, respectively, shall forever terminate and unless otherwise consented to by a majority of the members of the Board (in each case, excluding the SP Investor Director and the KKR Investor Director, if any) (a) with respect to an SP Investor Rights Termination Event, the SP Investors shall cause the SP Investor Director to, and (b) with respect to a KKR Investor Rights Termination Event, the KKR Investors shall cause the KKR Investor Director to, immediately resign from the Board.
Termination of Board Designation Rights. All obligations of the Company, the Board and the Nominating Committee, and all rights of the Stockholder, under this Section 2 shall terminate upon the first to occur of: (a) the date on which the Stockholder does not Beneficially Own at least 55% of the Closing Shares issued at the Closing of the APA; (b) the Stockholder sells all or substantially all of its assets; (c) any person or “group” (as such term is used in Section 13 of the Exchange Act), directly or indirectly, Beneficially Owns 50% or more of the total outstanding capital stock of the Company; (d) the Stockholder consummates a transaction constituting a Change of Control of the Stockholder; or (e) the Stockholder or any of its Affiliates enters into any letter of intent, agreement or commitment with respect to any of the events referred to in paragraphs (a) through (d) (each of (a)-(e), a “Board Designation Termination Event”). The Stockholder shall notify the Company in writing of a Board Designation Termination Event, if practicable, at least 10 days before the consummation of the transaction(s) constituting the Board Designation Termination Event. Following a Board Designation Termination Event, if requested by the Company the Stockholder shall cause the individual then serving as its Board Designee to provide a written resignation from the Board (and any applicable Board committees). Upon the request of the Company, the Stockholder will apprise the Company of its Beneficial Ownership of Company Securities so that the Company may assess whether a Board Designation Termination Event has occurred.
Termination of Board Designation Rights. On the first date on which the Gazelle Stockholders no longer collectively Beneficially Own a Qualifying Ownership Interest, all obligations of the Company with respect to the Gazelle Stockholders or any Gazelle Director pursuant to this Article I shall permanently terminate and unless otherwise consented to by a majority of the members of the Board (in each case, excluding the Gazelle Director) the Gazelle Director shall, and the Gazelle Stockholders shall cause the Gazelle Director to, immediately resign from the Board and (if applicable) each committee thereof.
