Fall Away Sample Clauses

Fall Away. Upon the occurrence of any Fall-Away of Investor Board Rights, at the request of the Board, the Investor Parties shall cause one Investor Director to immediately resign from the Board and any committees thereof effective as of the date such Fall-Away of Investor Board Rights has occurred, and following the date of the Fall-Away of Investor Board Rights described in clause (B) of such definition, the Investor Parties shall no longer have any rights under this Section 5.10, including, for the avoidance of doubt, any designation, nomination or replacement rights under this Section 5.10. The Investor shall provide prompt written notice to the Company upon occurrence of any Fall-Away of Investor Board Rights.

Fall Away. With respect to any Share of the SoftBank Stockholder or the DT Stockholder, as applicable, the obligation to vote such Share in accordance with Section 2(a) and the Proxy over such Share as described in Section 2(b) shall terminate only upon the earliest of the following: (i) the date on which this Agreement is terminated pursuant to its terms, (ii) the date on which such Share is Transferred (other than a Transfer that is a Pledge) to a Third Party in accordance with this Agreement (including Section 4) (A) following the expiration of the Lock-up Period or (B) pursuant to Section 3(a)(iii), Section 3(a)(iv), Section 3(a)(v), Section 3(a)(vi) or Section 3(a)(vii), (iii) in the case of a Pledged Excess Share, the date on which such Pledged Excess Share is Transferred to a Third Party pursuant to a foreclosure in accordance with this Agreement (including Section 5), (iv) the date on which the DT Stockholder’s Voting Percentage equals or exceeds 55% and (v) the date on which the DT Stockholder shall have Transferred (excluding any Transfer that is a permitted pursuant to Section 3(a)(i) or any Transfer that is a Pledge) an aggregate number of shares representing 5% or more of the outstanding Common Stock as of immediately following the Effective Time (calculated on a fully diluted basis as of the Effective Time and as adjusted to reflect any change in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split) (such earlier date in clause (iv) or (v), the “Proxy Fall Away Date”).

Fall Away. With respect to any MC Share, the obligation to vote such MC Share in accordance with Section 2(a)(i) and the Proxy over such MC Share as described in Section 2(b) shall terminate only upon the earliest of the following: (i) the date on which this Agreement is terminated pursuant to its terms, (ii) the date on which such MC Share is Transferred (other than a Transfer that is a Pledge) to a Third Party in accordance with this Agreement (including Section 4) (A) following the expiration of the Lock-up Period or (B) pursuant to Section 3(a)(ii) or Section 3(a)(iii), (iii) the date on which the DT Stockholder’s Voting Percentage equals or exceeds 55% and (iv) the date on which the DT Stockholder shall have Transferred (excluding any Transfer that is a pledge of DT Shares or a Transfer of DT Shares to a Controlled Affiliate of the DT Stockholder) an aggregate number of shares representing 5% or more of the outstanding Common Stock as of the date hereof (calculated on a fully diluted basis as of the date hereof and as adjusted to reflect any change in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split) (such earlier date in clause (iii) or (iv), the “Proxy Fall Away Date”).

Fall Away. The Director Designation Rights and the rights set forth above next to the captions “Key Decisions”, “Preemptive Rights”, “Tag-Along Rights”, “Drag-Along Rights”, “Right of First Offer”, “Restricted Transfers” and “Information Rights” shall terminate upon a Qualified Public Offering (to be defined in the Stockholders Agreement).

Fall Away. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, the following rights of an Investor under this Agreement (and no other rights or entitlements) shall fall away and cease to have effect, in the event an Investor (together with its Affiliates), holds less than 5% (Five Per Cent) of the shareholding of the Company on a Fully Diluted Basis (“Fall Away Threshold”): (i) the rights in connection with corporate governance in terms of Clause 4, (ii) consent rights in this Agreement, including in connection with Reserved Matters in terms of Clause 5, Qualified Merger under Clause 9.1, an IPO under Clause 9.2; (iii) right of first offer under Clause 8.5; (iv) rights under Clauses 8.8.1 and 8.8.2, other than the right to acquire up to such Investor’s pro rata share of the Dilution Instruments proposed to be issued by the Company, either by themselves or through their Affiliates, in order to maintain their proportionate ownership of the Company (along with their Affiliates); (v) right to initiate a Strategic Sale under Clause 9.4 (it being confirmed and clarified that such Investor will continue to have a right to participate in an exit event triggered under Clause 9), (vi) rights available under Clause 13.1; (vii) more favourable rights under Clause 13.4; and (viii) rights available in Agarwal Group Members in terms of Clause 13.13. The Parties agree that all other rights available to the Investors under this Agreement, and generally available to the Investors under Applicable Law as shareholders of the Company, and all obligations of the Investors under this Agreement shall continue to be applicable to the relevant Investor until such an Investor and its Affiliates cease to hold any Equity Securities in the Company.