Post-IPO. Following an underwritten public offering of the Company’s Equity Securities, or American depositary shares representing the Company’s Equity Securities, related party transactions shall be approved by an audit committee of independent Directors, unless the rules of the relevant exchange require or permit an alternative approval process by independent Directors (in which case that process will apply).
Post-IPO. AGI covenants and agrees with DSC that if, from and after the consummation of an IPO, there is a Change in Control of AGI or MSI, AGI will immediately convert, and will cause all of its controlled Affiliates to convert, all of the Class B Common Stock of the Company beneficially owned by AGI and such Affiliates into shares of Class A Common Stock of the Company such that, under the Company's Certificate of Incorporation as then in effect, AGI, alone or together with its controlled Affiliates, will no longer have the right to elect a majority of the Company's Board of Directors.
Post-IPO. As long as GSHS holds 5% of the issued Equity Share capital of the Company, on a fully diluted basis, after the IPO, subject to the Applicable Law and the shareholding of the Parties in the Company, GSHS and Network18 Group shall endeavour to have their respective representatives on the Board of the Company and make best efforts to manage the Company in a manner as contemplated under this Agreement.
Post-IPO. Following an IPO, Related Party Transactions must be approved by an audit committee of independent Directors, unless the rules of the relevant exchange require an alternative approval process by independent Directors (in which case that process will apply).
Post-IPO. Upon the Company’s consummation of an initial public offering of the Company’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”), the Company agrees to enter into an agreement with Employee regarding a Change of Control at Employee’s request. This agreement will provide that the Company will make a “gross-up” payment to Employee such that, in the event certain excise taxes and penalties are imposed on Employee as a result of the provisions of Sections 280G and/or 4999 of the Code, Employee’s net after-tax payments and benefits will be equal to what Employee would have received absent the penalty tax. Such Change of Control agreement will not supersede any of the material terms of this Agreement without the Employee’s written consent.
Post-IPO. Upon the Company’s consummation of an initial public offering of the Company’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”), the Company agrees to enter into an agreement with Consultant regarding a Change of Control (as defined below) at Consultant’s request. This agreement will provide that the Company will make a “gross-up” payment to Consultant such that, in the event certain excise taxes and penalties are imposed on Consultant as a result of the provisions of Sections 280G and/or 4999 of the Code, Consultant’s net after-tax payments and benefits will be equal to what Consultant would have received absent the penalty tax. Such Change of Control agreement will not supersede any of the material terms of this Agreement without the Consultant’s written consent.
Post-IPO. In addition to the obligations of the Investors under Section 12.1, each Investor and the Company agrees not to make a Sale of any Registrable Securities or any other securities of the Company or any security or instrument which by its terms is convertible into, exercisable for, or exchangeable for shares of Common Stock or other securities of the Company, including, without limitation, any shares of Common Stock issuable under any employee stock options for a period commencing 7 days prior to and ending 120 days following the effective date of any registration statement pertaining to any Demand Registration, Piggyback Registration or any other registration by the Company, except with respect to any shares of Registrable Securities and other equity securities of the Company included in such registration. Each Investor, if requested by the Company and an underwriter of Common Stock or other equity securities of the Company, if any, shall enter into an agreement pursuant to which they shall agree not to sell or otherwise transfer or dispose of any Registrable Securities or other equity securities of the Company held by such Investor for a specified period of time (not to exceed 120 days) following the effective date of a registration statement pertaining to the Common Stock or other equity securities of the Company. Such agreement shall be in writing in a form satisfactory to the Company and any such underwriter. The Company may impose transfer instructions with respect to the Registrable Shares or other equity securities subject to the foregoing restriction until the end of the standstill period.
Post-IPO. From and after an IPO and for so long as Beacon holds 5% or more of the Common Stock then outstanding (the "Post-IPO Threshold"), in connection with any election for members of the Board, the Company shall, at the request of Beacon, include one representative designated by Beacon in the slate of directors recommended by the Board to shareholders for election as directors (such representative designated by Beacon being referred to herein as the "Beacon Designee"). The Company and the Shareholders shall each use their best efforts to cause the Beacon Designee to be elected to, and to be maintained as a member of, the Board (including (i) in the case of the Company, recommending to the shareholders of the Company the election of the Beacon Designee to the Board and opposing any proposal to remove the Beacon Designee at each meeting of the shareholders of the Company at which the election or removal of members of the Board is on the agenda and (ii) in the case of the Shareholders, voting all of their Voting Shares in favor of the Beacon Designee, and voting such shares against any person opposing the Beacon Designee), and shall take no action that would diminish the prospects of the Beacon Designee being elected to the Board or increase the prospects of the Beacon Designee being removed from the Board.
Post-IPO. Executive and the Company agree that, if the stock of the Company becomes publicly traded, Executive and the Company will reasonably cooperate to attempt to agree to an adjustment(s) of the provisions of Exhibit C in a manner that would ameliorate the effects of 280G of the Code.
Post-IPO. (a) Once FibroGen becomes a public company, any milestone payments paid in equity from that point forward, as long as FibroGen remains a public company, will be paid in fully registered shares or unregistered shares based upon the average of the high and low trading prices of FibroGen’s stock within ninety (90) business days prior to the date payment is due.
