Termination of Proxy. The proxy shall terminate upon such time as all of the Tangram Stock is no longer subject to the Escrow Agreement.
Termination of Proxy. BTC and BCI IV hereby terminate and revoke their proxy granted to Xxxxxx pursuant to Section 3(b) of the Inducement Agreement.
Termination of Proxy. The proxies granted in Section 3(a) shall terminate with respect to a Trust upon the earlier to occur of the date that such Trust no longer holds or beneficially owns any Shares or seven (7) years from the date hereof. Upon termination of proxies with respect to a Trust, the proxies granted by Section 3(a) shall be apportioned among the remaining Trusts.
Termination of Proxy. The agreement to vote and proxy granted herein shall terminate: (a) 120 days after the date of (i) a determination by the Board of Directors of the Company not to submit the Company Plan of Liquidation to the Company's stockholders for approval or (ii) a vote by the stockholders of the Company at any meeting at which the Company Plan of Liquidation was voted upon and not approved (but shall continue in full force and effect until the end of such 120 day period, including for purposes of voting on the Company Plan of Liquidation at any meeting of the stockholders of the Company following the meeting at which the Company Plan of Liquidation was voted on and not approved); or (b) upon termination of the Legends Purchase Agreement by Legends Golf Holding, LLC as a result of Golf Trust of America L.P. being in material breach of the Legends Purchase Agreement (after notice and a reasonable opportunity to cure to the extent provided in the Legends Purchase Agreement) that will cause irreparable harm to Legends Golf Holding, LLC or the Legends OP Unitholders, as determined by a final judicial order by a court of proper jurisdiction.
Termination of Proxy. The Stockholder hereby affirms that the proxy set forth in this Section 2 is irrevocable, is coupled with an interest, and is granted in consideration of Parent and Acquisition Corp. entering into the Merger Agreement; provided that, for the avoidance of doubt, the proxy set forth in this Section 2 shall terminate automatically upon termination of this Agreement.
Termination of Proxy. Any Proxy granted pursuant to Subsection 5.1 shall terminate on the earlier of the date on which (i) the Company consummates its first Qualified IPO (as defined in the Amended Articles as in effect on the date hereof), or (ii) Rainy Day or its Affiliates cease to hold, in the aggregate, at least forty percent (40%) of the outstanding Common Shares issued or issuable upon conversion of the Junior Preferred Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities). If at the time that either of the foregoing events occurs, no Proxy has been granted, the obligation to grant a Proxy pursuant to Subsection 5.1 shall terminate upon the occurrence of such event.
Termination of Proxy. The Company agrees that the proxy shall not be effective with respect to any Voting Securities transferred by London Bridge in accordance with the transfer restrictions set forth in Article IV below.
Termination of Proxy. The proxy granted to Mortxx xxxsuant to Section 3.1 shall terminate and be of no further force or effect upon the earliest to occur of (i) ten years after the Effective Time; (ii) Mortxx'x xxxth or Disability (as defined in the Employment Agreement); (iii) in the event Mortxx xxxminates his employment with the Corporation (other than a Constructive Termination as defined in the Employment Agreement); (iv) in the event of Mortxx'x xxxmination by the Corporation for Cause (as defined in the Employment Agreement) or (v) in the event that Mortxx'x xxxership of Class A Common Stock falls below 1,096,425 Shares, including for this purpose Shares issuable upon conversion, exercise or exchange of all Common Stock Equivalents, as adjusted to reflect stock splits and similar actions in respect of the Class A Common Stock after the Effective Time (the date of the occurrence of any such event described in clauses (i) through (v) being referred to as the "Proxy Termination Date").
Termination of Proxy. The proxy granted to Mxxxxx pursuant to Section 3.1 shall terminate and be of no further force or effect upon the first to occur of (i) ten (10) years after the Effective Time; (ii) Mxxxxx’x death or Disability (as defined in the Employment. Agreement); (iii) in the event Mxxxxx terminates his employment with the corporation (other than a Constructive Termination as defined in the Employment Agreement) ; or (iv) in the event of Mxxxxx’x termination of employment by the Corporation for Cause (as defined in the Employment Agreement). The date of the occurrence of any such event described in clauses (i) through (iv) being referred to herein as the “Proxy Termination Date”.
Termination of Proxy. 4.1 This Proxy, including the Board Proxy and General Proxy, shall commence immediately prior to the completion of the Initial Public Offering and shall terminate upon the earliest to occur of the following: (i) tenth (10th) anniversary of the Closing Date, unless the Tencent Parties and the Founder mutually agree on an extension in writing, in which case, the expiration of such extended term; (ii) the Founder voluntarily ceases to be the Group Chief Executive Officer, unless the Tencent Parties and the Founder mutually agree otherwise in writing; (iii) death or permanent incapacity (meaning the Founder being permanently unable to manage the business affairs of the Company as a result of incapacity solely due to his then physical or mental health conditions) of the Founder; (iv) if the Founder fails to spend at least half of all Work Days in any given calendar year on any business premises of, or trips for business purposes of, the Group, the end of such calendar year; (v) the Founder voting the Board Proxy Shares contrary to the Written Direction of Tencent Holdings Limited as set forth in Section 2.1(b)(i) (provided that the conditions thereof have been met); or (vi) termination upon mutual agreement of the Tencent Parties and the Founder in writing.
4.2 Subject to Section 4.3 below, upon any termination of this Proxy, all Class B Ordinary Shares then held by the parties shall be automatically and immediately converted into an equal number of Class A Ordinary Shares and the party whose Shares are subject to such conversion shall take all such actions as may be required to effect such conversion upon such termination.
4.3 Notwithstanding Section 4.2 above, if this Proxy is terminated pursuant to Section 4.1(i) above, and if at the time of such termination the number of the Class B Ordinary Shares held by Tencent Parties collectively is less than fifty percent (50%) of the total number of Class B Ordinary Shares held by Tencent Parties collectively immediately after the initial closing of the Initial Public Offering, then (i) all of the Class B Ordinary Shares held by Tencent Parties shall be automatically and immediately converted into an equal number of Class A Ordinary Shares at such time, and (ii) all of the Class B Ordinary Shares held by all Founder Class B Permitted Transferees (including Blue Dolphins Venture Inc.) shall be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the earliest to occur of (1) the ...
