Termination of Board Observer Right. The rights described in this Section 1 shall terminate and be of no further force or effect upon the earlier of the date of: (a) the closing of the sale of the Company securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public, covering the offer and sale of the Company's Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000 (an "IPO"); (b) when the Company first becomes subject to the periodic reporting requirement of Sections 12(g) or 15( d) of the Securities Exchange Act of 1934, as amended; (c) a decrease in RUSNANO's equity ownership of the Company's securities by seventy-five percent (75%) or more as determined as of the effective date of the Prior Agreement; or (d) a Liquidation Event (as such term is defined in the Company's Certificate of Incorporation, as may be amended from time to time), which ever event shall occur first. The confidentiality provision hereof will survive any such termination.
Termination of Board Observer Right. The Purchaser’s Board Observer Right under Section 4.12(a) shall terminate and be of no further force and effect upon the earlier of (i) five years from the Closing Date, or (ii) termination of the Collaboration (as defined in the Letter of Intent), as evidenced by the latest to occur of the following: (A) the termination of the Coordinated Coaching and Wellness Support Services Agreement, (B) the termination of the Leased Coaching Staff Agreement, and (C) the termination of any Definitive Agreement evidencing the Bundle (as defined in the Letter of Intent) including, without limitation, a coordinated coaching agreement or any amendment to the Program Development Agreement; provided, that Section 4.12(f) shall survive any such termination. For clarity, the term of the Board Observer Right is not intended to coincide with the term of this Agreement.
Termination of Board Observer Right of the Corporate Partnership Agreement is hereof deleted in its entirety and the following is substituted in lieu thereof: "The right granted under Section 15.3 shall expire at such time as PVIT (or Viacom or an affiliate thereof, as the case may be) owns less than 3,173,508 shares of the Common Stock of the Company, such number constituting 15% of the issued and outstanding shares of Common Stock of the Company as of the date hereof."
