Termination of Designation Rights. (a) Columbia Capital shall cease to have the right to designate a director if at any time (1) the Columbia Parties and the Columbia Principals collectively own less than half the Covered Shares received by the Columbia Parties and the Columbia Principals pursuant to the Merger Agreement, or (2) a Designation Right Loss Event occurs with respect to any Columbia Party or any Columbia Principal.
(b) Whitney shall cease to have the right to designate a director if at any time (1) Whitney owns less than half the Covered Shares received by it pursuant to the Merger Agreement, or (2) a Designation Right Loss Event occurs with respect to Whitney.
(c) Xxxxxxxx shall cease to have the right to designate a director if at any time (1) the Fleet Parties collectively own less than half the Covered Shares received by them pursuant to the Merger Agreement, or (2) a Designation Right Loss Event occurs with respect to any Fleet Party.
(d) For purposes of this Section 4.1, a party no longer owns Covered Shares distributed to its equity holders unless the distributee is also a party to this Agreement or, in the case of the Columbia Parties, is a Columbia Principal. Continuing ownership of Covered Shares shall be determined by the specific identification method.
(e) For purposes of this Section 4.1, if the Columbia Parties, the Columbia Principals, the Fleet Parties and Whitney, or any of them, shall transfer any Covered Shares to a partnership or limited liability company wholly owned by such transferors immediately following the Closing, then for purposes of this Section 4.1 the transferor shall be deemed to own a portion of the Covered Shares transferred to such partnership or limited liability company, which portion shall be designated in writing by such partnership or limited liability company to the Company at the time of the transfer of such Covered Shares, as long as (i) such partnership or limited liability company continues to own such Covered Shares, and (ii) such transferors continue to own all of the equity interests in such partnership or limited liability company.
Termination of Designation Rights. The Holders of a majority of the Shares shall not be entitled to designate any nominees for election to the Board pursuant to this Agreement from and after the date (the “Designation Rights Termination Date”) that is the first date on which the Shares Beneficially Owned by the Holders collectively represent less than thirty-one and one-quarter percent (31.25%) of the Shares initially acquired by the Investor pursuant to the Asset Purchase Agreement.
Termination of Designation Rights. (a) The rights and obligations of 399 Venture, as set forth in Section 6.2 through 6.7 above, shall terminate upon the earlier of (i) the date the Company consummates a Public Offering or (ii) the date when 399 Venture and its Permitted Transferees (other than Permitted Transferees pursuant to Section 4.5(d)(iii)), and their respective Affiliates no longer own at least 50% of (x) the Common Stock owned by 399 Venture as of the Closing, minus (y) the Common Stock transferred by 399 Venture to 399 Venture Co-Investors (which sales shall be made consistent with 399 Venture's customary policies with respect to sales to 399 Venture Co-Investors).
(b) The rights and obligations of Xxxxxxx, as set forth in Section 6.2 through 6.7 above, shall terminate upon the earlier of (i) the date the Company consummates a Public Offering or (ii) the date when Xxxxxxx and his Permitted Transferees (other than Permitted Transferees pursuant to Section 4.5 (d)(iii) no longer own at least 50% of the Common Stock owned by Xxxxxxx as of the Closing.
(c) The rights and obligations set forth in Section 6.2 through 6.7 above of any executor or attorney-in-fact under Section 6.5 above shall terminate upon the earlier of (i) the date the Company consummates a Public Offering or (ii) the date when Xxxxxxx (or his estate) and his or its Permitted Transferees (other than Permitted Transferees pursuant to Section 4.5(d)(iii)) no longer own in the aggregate at least 50% of the Securities owned by Xxxxxxx as of the Closing.
(d) It is hereby acknowledged and agreed that the rights to designate directors as set forth in Section 6.2 through 6.7 above have been granted to 399 Venture and Xxxxxxx, respectively, pursuant to this Agreement, and such rights may not be transferred by either of them to any transferee (other than pursuant to Section 6.5, or in the case of 399 Venture, to a corporate Affiliate), including any Permitted Transferee, but shall be exercised only by 399 Venture and Xxxxxxx, respectively, until terminated pursuant to this Section 6.8.
Termination of Designation Rights. In the event that the shares of the Company’s Preferred Stock held by any Stockholder are converted into Common Stock pursuant to Section B.3 of the Restated Certificate (each such Stockholder a “Converting Stockholder”), any right of such Converting Stockholder to nominate or designate a director of the Company pursuant to Section 2.1 or Section 2.2 above shall terminate at the time of such conversion.
Termination of Designation Rights. The right of certain Holders to designate individuals for election to the Board of Directors pursuant to Subsection 2.3 hereof shall be subject to termination as follows:
Termination of Designation Rights. 28 6.9. Future Sales of Securities.................................... 29
Termination of Designation Rights. 7 2.4.1 FGN............................................. 7 2.4.2
Termination of Designation Rights. Subject to Section 5.4(a)(iii), each Founding Member’s right to appoint two (2) Directors pursuant to Section 4.2(a) shall continue for so long as such Founding Member and its Affiliates and Subsidiaries continue to beneficially own Units.
Termination of Designation Rights. Upon the Designation Right Termination Date, the right of JDH (or such successors or Affiliates holding the Minimum Holding Threshold) to designate a Seller Designee shall terminate and, if requested in writing by the Board, the Seller Designee then serving on the Board, promptly shall resign as a member of the Board. If the Seller Designee does not resign upon such request, then a majority of the other directors then serving on the Board may remove the Seller Designee as a member of the Board.
Termination of Designation Rights. Investor shall lose its rights provided in paragraph 1(a)(i) at the first to occur of (i) such time as Investor and its affiliates and associates beneficially own less than 75% of the shares of the Company's common stock that they beneficially own as at the Effective Time and (ii) the date which is 18 calendar months after the date of this letter agreement. Notwithstanding anything in this paragraph 1(b) to the contrary, in the event Investor loses its director nomination right pursuant to paragraph 1(a)(i) above directors appointed by Investor shall be entitled to participate in the designation of directors pursuant to paragraph 1(a)(ii) above. For purposes of this paragraph 1(b), beneficial ownership shall be determined under the rules of the Securities and Exchange Commission.
