Voting Obligation Termination Event

Voting Obligation Termination Event. Shall be deemed to have occurred if, at the close of any Business Day following the date hereof, any of (i) the Economic Interest Percentage of the Investor in accordance with the terms hereof is 5% or less (following which, Investor and Warrantor agree, the Economic Interest Percentage of the Investor shall never exceed such percentage), (ii) there shall have been a Change of Control of the Company, or (iii) excluding disability and absences due to illness, during the period commencing on the... date hereof and ending on the third anniversary of the Second Closing, for a period in excess of three months (in order to allow for sabbaticals and similar temporary absences) two of Roberta Lipson, Lawrence Pemble and Elyse Beth Silverberg (in the reasonable judgment of the Board) shall not have been employed by, on the board of or otherwise involved in providing substantive services to the Company or any subsidiary thereof, including without limitation the JV referred to in the Purchase Agreement), which number two shall be three upon the third anniversary of the date hereof or if the Second Closing shall not have occurred in accordance with the terms of the Stock Purchase Agreement; provided however that, notwithstanding the foregoing, a Voting Obligation Termination Event shall occur on the seventh anniversary of the date hereof. View More