This Agreement shall terminate, and be of no further force and effect, upon the earliest to occur of: (a) the termination of the Business Combination Agreement in accordance with the terms thereof; (b) the consummation of a Company Sale; (c) mutual written consent of the parties hereto; and (d) Steiner Leisure beneficially owns less than 5.00% of the issued and outstanding Dory Parent Common Shares; provided , that Section  1(e) , Section  1(g) , Section  3 and Sections 4 through 20 (to the extent related to the foregoing) shall not terminate upon the occurrence of the event described in clause (d) and shall continue to be in full force and effect (notwithstanding clause (d)) until any the time at which the Steiner Director no longer serves as a director of Dory Parent.