Common use of Termination of Proxy Clause in Contracts

Termination of Proxy. Any Proxy granted pursuant to Subsection 5.1 shall terminate on the earlier of the date on which (i) the Company consummates its first Qualified IPO (as defined in the Amended Articles as in effect on the date hereof), or (ii) Rainy Day or its Affiliates cease to hold, in the aggregate, at least forty percent (40%) of the outstanding Common Shares issued or issuable upon conversion of the Junior Preferred Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities). If at the time that either of the foregoing events occurs, no Proxy has been granted, the obligation to grant a Proxy pursuant to Subsection 5.1 shall terminate upon the occurrence of such event.