Termination of Voting Provisions. The provisions of this Section 2 shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date such provisions shall terminate and cease to be in effect: (i) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission (the “SEC”) and declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (ii) the date of the closing of a sale, lease or other disposition of all or substantially all of the Company’s assets or the Company’s merger into or consolidation with any other corporation or other entity, or any other corporate reorganization, in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction; provided, however, that this clause “(ii)” shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company.
Termination of Voting Provisions. 7 ARTICLE III
Termination of Voting Provisions. Notwithstanding any other provisions of this Agreement, (I) the right of any Principal and his or her Family Affiliate to participate in the Preliminary Vote, (II) the obligation of any Principal and his or her Family Affiliate to vote in accordance with Section 2.2 and (III) the irrevocable power of attorney and proxy provided by such Founder Stockholders pursuant to Section 2.2(b) shall, in each case, terminate at the close of business on the Employment Termination Date of such Principal.
Termination of Voting Provisions. The provisions of this Article IV shall terminate and be of no further force and effect upon the termination of the management provisions of the Sponsor Shareholder Agreement following an IPO.
Termination of Voting Provisions. The covenants set forth in this Section 3, except for Section 3.5, shall terminate and be of no further force or effect (i) immediately before the consummation of a QPO or (ii) upon a Deemed Liquidation Event, whichever event occurs first.
Termination of Voting Provisions. The provisions of this Section 3 (other than Section 3.1) shall terminate and be of no further force or effect upon (a) the consummation of the Company’s sale of its Common Stock or other securities pursuant to a registration statement under the Act (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction), or (b) the consummation of a Liquidation Event, as that term is defined in the Restated Articles.
Termination of Voting Provisions. Notwithstanding any other provisions of this Agreement, the provisions of this Article III, and the obligation of any Shareholder to vote in accordance with Section 3.1, shall terminate on the third anniversary of the date of this Agreement, provided that the obligations of each Employee Owner and his or her Family Affiliates to vote in accordance with Section 3.1(a) and, unless waived in writing by Priest, Section 3.1(c) shall continue as long as such Employee Owner or his or her Family Affiliates continue to hold any Initial Shares and Priest continues to be employed by Parent Group.
Termination of Voting Provisions. The Controlling Stockholder’s obligations under this Section 3, and the grant of the proxy set forth in Section 3.6, shall terminate on the Voting Agreement Termination Date.
Termination of Voting Provisions. 27 2.10 Schedule 13D. . . . . . . . . . . . . . . . . . . . . . . . . 28 2.11 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 28
Termination of Voting Provisions. Except for Section 2.7 and as otherwise provided in the following sentence, the voting agreements and rights to designate directors as provided in this Section 2 shall terminate upon the completion by the Company of a Qualified Public Offering. Notwithstanding the foregoing, following the completion of a Qualified Public Offering and for so long as the JPM Related Investors and the Clipper Related Investors shall continue to beneficially own (as such term is used in Rule 13(d)-3 promulgated under the Exchange Act as in effect on the date hereof) or control any Common Share Equivalents, each Stockholder shall vote (or cause to be voted) all shares of Voting Stock owned or controlled by such Stockholder (including any shares of Voting Stock hereafter acquired), at any regular or special meeting of stockholders of the Company, shall take all action by written consent in lieu of such meeting of stockholders, and shall take all other action that may be necessary, to ensure that there shall be elected to the Board of Directors of the Company and each subsidiary of the Company one (1) JPM Designee and one (1) Clipper Designee; PROVIDED, HOWEVER, that the Requisite JPM Investors or the Requisite Clipper Investors may at any time elect to terminate the right of the JPM Related Investors or the Clipper Related Investors, respectively, to designate a director pursuant to this paragraph 2.9, and thereafter, the JPM Related Investors or the Clipper Related Investors, as applicable, no longer shall be parties to, or enjoy the benefits of or be entitled to enforce this Section 2.9.
