Ownership Threshold. (a) On or promptly following the date of this Agreement, the Continuing Founders shall calculate each Continuing Founder’s Pro Rata Share. Each Continuing Founder’s Pro Rata Share shall be memorialized in a certificate, which shall be acknowledged in writing by each Continuing Founder and delivered to the Company upon request. The Pro Rata Shares set forth in such certificate shall thereafter be final and conclusive. (b) On or promptly following the date of this Agreement, and from time to time thereafter, the Continuing Founders shall discuss and agree in writing (i) the number and/or nature of Corporation Equity Securities that each Continuing Founder and his Approved Affiliates shall hold or own, directly or indirectly, from time to time for purposes of determining the occurrence of a Below Minimum Event and the satisfaction of the Ownership Threshold and (ii) which Corporation Equity Securities, if any, held or owned, directly or indirectly, by each Continuing Founder or one or more of such Continuing Founder’s Designated Stockholder Parties or controlled affiliates are to be designated as excluded from the requirement set forth in Section 2 to enter into a proxy and power of attorney (such excluded Corporation Equity Securities, the “Stockholder Party Excluded Shares”). If the Continuing Founders designate any Corporation Equity Securities to be Stockholder Party Excluded Shares, the Continuing Founders shall promptly notify the Grantee in writing of the number, by class or series, of securities so designated. Upon such designation, the proxy and power of attorney granted pursuant to Section 2 with respect to such Stockholder Party Excluded Shares, if any, shall automatically be revoked without further action by any Person. (c) If at any time a Continuing Founder becomes a Below Minimum Continuing Founder, within 30 days he shall provide written notice of such occurrence to the other Continuing Founders. If a Continuing Founder has remained a Below Minimum Continuing Founder for a six-month period, then the Continuing Founders shall discuss and consult with one another regarding how such Continuing Founder can cease to be a Below Minimum Continuing Founder; provided, however, that unless the Continuing Founder ceases to be a Below Minimum Continuing Founder, the other Continuing Founders shall be entitled, in their sole discretion and by their unanimous decision, to require the Below Minimum Continuing Founder to withdraw from this Agreement and from the Voting Trust Agreement pursuant to and in accordance with Section 6 and the applicable provisions of the Voting Trust Agreement, respectively. Each Continuing Founder constitutes and appoints each other Continuing Founder, with full power of substitution and re-substitution, to be his true and lawful attorney and in his name, place and ▇▇▇▇▇ to execute all instruments and to take any action that shall be necessary to effectuate the withdrawal from this Agreement and from the Voting Trust Agreement of such Continuing Founder to the extent that the other then existing Continuing Founders require such withdrawal pursuant to and in accordance with the proviso to the immediately preceding sentence.
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Ownership Threshold. (a) On or promptly following the date of this Agreement, the Continuing Founders shall calculate each Continuing Founder’s Pro Rata Share. Each Continuing Founder’s Pro Rata Share shall be memorialized in a certificate, which shall be acknowledged in writing by each Continuing Founder and delivered to the Company upon request. The Pro Rata Shares set forth in such certificate shall thereafter be final and conclusive.
(b) On or promptly following the date of this Agreement, and from time to time thereafter, the Continuing Founders shall discuss and agree in writing (i) the number and/or nature of Corporation Equity Securities that each Continuing Founder and his Approved Affiliates shall hold or own, directly or indirectly, from time to time for purposes of determining the occurrence of a Below Minimum Event and the satisfaction of the Ownership Threshold and (ii) which Corporation Equity Securities, if any, held or owned, directly or indirectly, by each Continuing Founder or one or more of such Continuing Founder’s Designated Stockholder Parties or controlled affiliates are to be designated as excluded from the requirement set forth in Section 2 to enter into a proxy and power of attorney (such excluded Corporation Equity Securities, the “Stockholder Party Excluded Shares”). If the Continuing Founders designate any Corporation Equity Securities to be Stockholder Party Excluded Shares, the Continuing Founders shall promptly notify the Grantee in writing of the number, by class or series, of securities so designated. Upon such designation, the proxy and power of attorney granted pursuant to Section 2 with respect to such Stockholder Party Excluded Shares, if any, shall automatically be revoked without further action by any PersonThreshold.
(c) If at any time a Continuing Founder becomes a Below Minimum Continuing Founder, within 30 days he shall provide written notice of such occurrence to the other Continuing Founders. If a Continuing Founder has remained a Below Minimum Continuing Founder for a six-month period, then the Continuing Founders shall discuss and consult with one another regarding how such Continuing Founder can cease to be a Below Minimum Continuing Founder; provided, however, that unless the Continuing Founder ceases to be a Below Minimum Continuing Founder, the other Continuing Founders shall be entitled, in their sole discretion and by their unanimous decision, to require the Below Minimum Continuing Founder to withdraw from this Agreement and from the Voting Trust Agreement pursuant to and in accordance with Section 6 and the applicable provisions of the Voting Trust Agreement, respectively. Each Continuing Founder constitutes and appoints each other Continuing Founder, with full power of substitution and re-substitution, to be his true and lawful attorney and in his name, place and ▇▇▇▇▇ to execute all instruments and to take any action that shall be necessary to effectuate the withdrawal from this Agreement and from the Voting Trust Agreement of such Continuing Founder to the extent that the other then existing Continuing Founders require such withdrawal pursuant to and in accordance with the proviso to the immediately preceding sentence.
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