Common use of Occurrence of Certain Events Clause in Contracts

Occurrence of Certain Events. Except as provided in Section 2.3(b), a Nominating Holder shall cause its nominee elected to the Board, if applicable, to resign immediately (i) upon a Qualified Initial Public Offering, (ii) upon a Qualified Merger, (iii) upon conversion by such Nominating Holder of 50% or more of its Series A Preferred into Common Stock, (iv) in the event that such Nominating Holder transfers in one or more transactions an aggregate of 50% or more of the Series A Preferred that it holds on the date hereof, excluding transfers to such Nominating Holder's Affiliates, (v) upon such Nominating Holder, or an Affiliate thereof owning more than ten (or, in the case of EOP, five) Independent Holder Centers or being a party to any Holder Joint Venture Arrangement which owns more than ten (or, in the case of EOP, five) Independent Holder Centers or in which a material part of the applicable business is owning, leasing, operating, franchising or managing Independent Holder Centers. In any such case, such Nominating Holder shall not be entitled to fill such vacancy in the Board pursuant to Section 2.2(e). In the event that such nominee fails to resign as required, then the holders of at least 10% of the Voting Common Stock then entitled to vote may remove such nominee from the Board at the next annual meeting of stockholders or at a special meeting of stockholders of the Company, as the case may be. In the event that (i) ABP transfers in one or more transactions an aggregate of 50% or more of the Series A Preferred that it holds on the date hereof, excluding transfers to its Affiliates, or (ii) 50% or more of ABP's Series A Preferred is converted into Common Stock, then FCG and the Company will cause one Director then serving on the Board (other than a Holder Nominee) to resign from the Board within three (3) business days after it receives notice of such transfer or conversion and thereafter the Board shall consist of eleven (11) members.