Termination of Board Rights. Unless terminated earlier by reason of failure to maintain the ownership percentage set forth in Section 3.1, the covenants set forth in Section 3.1 shall terminate and be of no further force or effect on the earlier to occur of (a) the third anniversary of the date of this Agreement or (b) immediately before the consummation of the IPO.
Termination of Board Rights. Notwithstanding the foregoing provisions of this Section 2.1, if, at any time, the Minority Party (together with its Entity Affiliates) shall cease to own at least seven and one half percent (7.5%) of the Equity Voting Power (other than as a result of falling below such threshold immediately following a Drag-Along Transaction under Section 3.3 herein, as applicable), then (A) such Minority Party shall cease to have the right to designate any director(s) or Board Observer pursuant to Section 2.1 and the Majority Party shall no longer have any obligation with respect to voting its Voting Securities accordingly, (B) the Minority Party shall cause any and all of its directors to resign from the Board and any committees (or such director(s) shall be removed from the Board and any committees), as applicable, as soon as practicable and, in any case, prior to the date of the next Board or committee meeting or action by written consent and (C) the Company shall no longer be obligated to invite or permit Board Observers designated by the Minority Party to attend meetings or have access to information regarding the Company.
Termination of Board Rights. Notwithstanding anything to the contrary set forth herein, the Company's obligations under Section 1.1 and the Stockholders' obligations under Section 1.2 shall terminate and be of no further force and effect upon the acquisition ("Competitor Acquisition") by CBS (or any of its affiliates or its assignees hereunder), directly or indirectly, of an equity interest in excess of 15% in any entity who, directly or indirectly, owns, operates or controls a Competitive Site. CBS shall remain subject to its obligations under Section 1.3 of this Agreement following any Competitor Acquisition, provided that CBS's voting obligations shall be limited to the number of individuals that would have been nominated for election to the Board by the Company and The Times Mirror Company if CBS's rights under Section 1.1 remained in effect at the time of any such nominations. As used herein, a "Competitive Site" means a website that has as its primary function and its principal theme the delivery of news or information related to movies, movie celebrities or the motion picture industry or the sale of movie- or television-related merchandise. The definition of "Competitive Site" shall not include a website that has as its primary function and its principal theme the sale of music to consumers in CD, cassette or music video format or in or through any and all other formats, media, methods, processes or technologies (including, but not limited to, Internet streaming), whether now known or hereafter invented.
Termination of Board Rights. The rights of the Investor under this Article 2 to appoint Investor Designated Directors to the Board shall terminate in the event that the Company terminates the Joint Development Agreement in accordance with the terms thereof prior to the achievement of the Tranche 2 Milestone (as defined in the Securities Purchase Agreement). Upon such event, the Investor, at the request of the Board, shall cause all Investor Designated Directors then in office to resign immediately.
Termination of Board Rights. The obligations to vote and the rights granted pursuant to Sections 2(a) through 2(c) shall terminate upon consummation of a Qualified Public Offering.
Termination of Board Rights. Notwithstanding the foregoing provisions of this Section 2.1, if, at any time, the Minority Party (together with its Entity Affiliates) shall cease to own at least 7.5% of the voting power of the outstanding Equity Securities on a Fully Diluted Basis (other than as a result of falling below such threshold immediately following a Drag-Along Transaction under Section 3.3 herein, as applicable), then (A) such Minority Party shall cease to have the right to designate any director(s) or Board Observer pursuant to Section 2.1 and the Majority Party shall no longer have any obligation with respect to voting its Equity Securities accordingly, and (B) the Minority Party shall cause any and all of its directors to resign from the Board and any committees (or such director(s) shall be removed from the Board and any committees), as applicable, as soon as practicable and, in any case, prior to the date of the next Board or committee meeting or action by written consent. In addition, in the event that (x) Pinnacle is entitled to nominate Pinnacle Directors pursuant to Section 2.1(a), or (y) Harbinger is no longer required to nominate directors proposed by Pinnacle pursuant to Section 2.1(b)(i), the Company will no longer be required to invite the Pinnacle Board Observer or the Harbinger Board Observer(s), as the case may be, to any meetings of the Board or any committees thereof.
Termination of Board Rights. 20 8. INSURANCE........................................................... 20
Termination of Board Rights. The rights granted pursuant to this Section 7 shall terminate upon a Qualified Initial Offering.
Termination of Board Rights. Notwithstanding anything to the contrary set forth herein, the terms and provisions of this Section 2 shall terminate and be of no further force and effect upon the acquisition by CBS (or any of its affiliates or its assignees hereunder), directly or indirectly, of an equity interest in excess of 15% in a Competitive Site (as defined in the Trademark and Content Agreement of even date herewith between CBS and the Company).
Termination of Board Rights. The rights and obligations in this Section 6.1 shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earlier to occur of (i) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction), or (ii) a merger, sale or transfer of substantially all of the assets of the Company. The provisions of this Section 6.1 may be amended upon agreement of Purchaser and the Company.
