Termination and Waiver of Rights of First Refusal Clause Samples
The 'Termination and Waiver of Rights of First Refusal' clause defines the conditions under which a party's right to be offered an opportunity before others—typically to purchase shares or assets—is either ended or voluntarily relinquished. In practice, this clause may specify that the right of first refusal ceases upon a certain event, such as a sale, merger, or after a set period, or it may allow a party to formally waive their right, enabling the owner to proceed with third-party transactions unimpeded. Its core function is to provide certainty and flexibility in transactions by clarifying when and how these preferential rights can be set aside, thus facilitating smoother transfers and reducing potential disputes.
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Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company's Initial Offering or (ii) a
Termination and Waiver of Rights of First Refusal. The rights of first refusal set forth in this Section 4 shall not apply to, and shall terminate upon the earliest of (i) the closing of a Qualified IPO or (ii) the closing of an Asset Transfer or Acquisition.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) an Acquisition, or (ii) the effective date of the registration statement pertaining to the Company’s Qualified IPO. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major A-1 Investors or Conversion Investor, as the case may be, holding a majority of the Registrable Securities held by all Major A-1 Investors or Conversion Investor, as the case may be, or as permitted by Section 5.5.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) an Acquisition. Notwithstanding Section 6.7 hereof, the rights of first refusal established by this Section 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 6.7. In the event that the rights of a Major Investor to purchase Equity Securities under this Section 5 are waived with respect to a particular offering of Equity Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases Equity Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such Equity Securities as the highest percentage of any such purchasing Major Investor.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 5 shall not apply to, and shall terminate upon the earlier of, (i) the effective date of the registration statement pertaining to the Company’s Qualified Public Offering or (ii) an Acquisition. Notwithstanding Section 6.5 hereof, the rights of first refusal established by this Section 5 may be amended, or any provision waived only by a written instrument duly executed by the Company and Major Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of Preferred Stock held by all Major Investors, or as permitted by Section 6.5.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition as defined in the Company’s Certificate of Incorporation as in effect as of the date hereof, which is approved by a majority of the holders of the Shares pursuant to Section 2(c)(iv) of Part D of Article IV thereof (if applicable). Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Preferred Investors holding a majority of the Registrable Securities held by all Preferred Investors, or as permitted by Section 5.5.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition in which (A) the consideration received by the Investors, if any, is in the form of cash and/or marketable securities or (B) the acquiring entity in such Acquisition provides the Investors with rights similar to those contained in Section 4 hereof to the extent such acquirer provides such rights to its own similarly-situated investors. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Eligible Investors holding a majority of the Registrable Securities held by all Eligible Investors (the “Waiving Holders”), or as permitted by Section 5.5, provided that any amendment, modification or waiver of this Section 4 by the Waiving Holders shall not be effective as to an Eligible Investor who has not consented unless (x) no Waiving Holder purchases any Equity Securities in such issuance or (y) if any Waiving Holder purchases Equity Securities in such issuance, each Eligible Investor shall have been provided the opportunity to purchase up to such Eligible Investor’s pro rata share (as described in Section 4.1). Notwithstanding anything herein to the contrary, if any Investor does not purchase the total amount of shares that such Investor has a right to purchase under Section 4.2 related to any offering of Equity Securities by the Company, such Investor shall cease to be an Eligible Investor for all purposes and shall not have any rights under this Section 4 with respect to offerings of Equity Securities by the Company that occur after such offering; provided, however, that such Investor’s failure to purchase such shares shall not cause the Investor to cease to be an Eligible Investor to the extent that such failure to purchase such shares was specifically at the written request of the Company. Exhibit A hereto may be amended by the Company without the consent of the Investors to indicate which Investors remain Eligible Investors pursuant to the terms of this Section 4.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) with respect to the Major Investors, the effective date of the registration statement pertaining to an Initial Offering that results in the Preferred Stock being converted into Common Stock or, with respect to the Series B Investors and the Warrantholders, the effective date of the registration statement pertaining to an Initial Offering that results in the Preferred Stock being converted into Common Stock and the offer and sale of Common Stock at a price per share of at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) or (ii) a Change in Control. The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of Right of First Refusal Investors holding a majority of the Registrable Securities held by all Right of First Refusal Investors, or as permitted by Section 5.6.
Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon a,