definiens: shall mean the percentage of voting power, determined on the basis of the number of shares of Voting Stock actually outstanding, that is controlled directly or indirectlyby [COMPANY] and its Affiliates and held prior to the date of this 2 Agreement or obtained in accordance with this Agreement, the Class A Stock Purchase Agreement and the Certificate ofIncorporation . Notwithstanding the foregoing, [COMPANY] shall have no right to designate any nominees for directors under thisSection 1.2 at any time after [COMPANY] ’s Percentage Interest has fallen below 50.1 %, and the term of each then existing GSKDirector and [COMPANY] Independent Nominees nominated pursuant to this Section 1.2 shall automatically cease upon suchreduction in [COMPANY] ’s Percentage Interest . ( For the avoidance of doubt, nothing in this section shall limit or affect [COMPANY] ’s rightspursuant to Section 1.1(a ) )