Controlled Company Disqualification Event Sample Clauses


Controlled Company Disqualification Event. If, immediately prior to a Controlled Company Disqualification, the membership of the Board at such time would not comply with the listing requirements of the NASDAQ Global Market, (A) each of the JPMP Investor and the CPPIB Investor shall choose one (1) of their respective designees to be removed from the Board following a Controlled Company Disqualification, after giving effect to applicable transition periods, if any, (unless such removal would cause the CPPIB Investor to have no remaining designees, in which case the sole remaining CPPIB Designee shall not be removed unless the CPPIB Investor, together with its Permitted Transferees (as contemplated by clause (ii) of the definition of Permitted Transfer), holds fewer than 5% of the shares of Common Stock outstanding) and (B) the directors remaining in office shall elect Independent Directors to fill each of the vacancies created by such resignations following a Controlled Company Disqualification (after giving effect to applicable transition periods, if any). If, after giving effect to the foregoing, the membership of the Board would still not comply with the requirements of the NASDAQ Global Market (after giving effect to applicable transition periods, if any), each Investor, severally and not jointly, in its capacity as a stockholder of the Company, agrees to vote or otherwise give such Investor’s consent in respect of all Common Stock (whether now or hereafter acquired) held of record or beneficially owned by such Investor and to take all such Necessary Action, and the Company shall take all Necessary Action to cause the Company to comply with the NASDAQ Global Market listing requirements with respect to the composition of the Board (after giving effect to applicable transition periods, if any) by either (x) causing additional JPMP Designees to be removed or (y) increasing the size of the Board, or both; provided, that so long as the JPMP Investor, together with its Permitted Transferees (as contemplated by clause (ii) of the definition of Permitted Transfer), holds at least 5% of shares of Common Stock outstanding and there shall exist three (3) or fewer JPMP Designees on the Board, no additional JPMP Designees shall be removed pursuant to this Section 1(b) without the consent of the JPMP Investor.