Termination of Certain Covenants. The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Otonomy, Inc.), Investors’ Rights Agreement (Aratana Therapeutics, Inc.), Investors’ Rights Agreement (Aratana Therapeutics, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.17 shall terminate and be of no further force or effect upon the earlier of: consummation of (i) a Qualified Public Offering, as that term is defined in the consummation of the sale of securities pursuant to a Qualifying IPO; Restated Certificate, or (ii) a Liquidation Event other than an Asset Sale, as such term is defined in the first date upon which none of the Registrable Securities are outstandingRestated Certificate.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Liquidia Technologies Inc), Investors’ Rights Agreement, Investors’ Rights Agreement (Liquidia Technologies Inc)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 3.5, 3.6, 3.7, 3.8 and 3.12 shall terminate and be of no further force or effect upon the earlier of: consummation of (i) the consummation of the Company’s sale of its Common Stock or other securities pursuant to a Qualifying IPO; Registration Statement under the Act or (ii) a Liquidation Event, as that term is defined in the first date upon which none Company’s Restated Certificate of the Registrable Securities are outstandingIncorporation (as amended from time to time).
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Natera, Inc.), Investors’ Rights Agreement (Natera, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 -------------------------------- Sections 2.5 through 2.7 shall terminate and be of no further force or effect upon immediately prior to the earlier of: (i) the consummation first closing of the sale of securities pursuant to a Qualifying IPO; IPO or (ii) the first date upon which none of the Registrable Securities are outstandinga Qualifying Acquisition.
Appears in 3 contracts
Sources: Investors' Rights Agreement (Dovebid Inc), Investors' Rights Agreement (Dovebid Inc), Investors' Rights Agreement (Dovebid Inc)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 5.1 and 5.2 shall terminate and be of no further force or effect upon the earlier of: (ia) immediately before the consummation of the sale of securities pursuant to a Qualifying IPO; IPO or (iib) when the Company first date upon which none becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Registrable Securities are outstandingExchange Act or (c) upon a Sale of the Company, whichever event occurs first.
Appears in 3 contracts
Sources: Stockholders Agreement (Centrexion Therapeutics Corp), Stockholders Agreement (Centrexion Therapeutics Corp), Stockholders Agreement (Centrexion Therapeutics Corp)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 3.6 and 3.7 shall terminate and be of no further force or effect upon the earlier of: consummation of (ia) the consummation of the sale of securities pursuant to a Qualifying IPO; registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public or (iib) a Liquidation Event, as that term is defined in the first date upon which none of the Registrable Securities are outstandingRestated Certificate.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (RAPT Therapeutics, Inc.), Investors’ Rights Agreement (RAPT Therapeutics, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 4, except for the covenants set forth in Sections 4.6, 4.7 and 4.8, shall terminate and be of no further force or effect upon the earlier earliest of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding; or (iii) a Liquidation.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Janux Therapeutics, Inc.), Investors’ Rights Agreement (Janux Therapeutics, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding; or (iii) a Liquidation (as defined in the Restated Certificate).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Janux Therapeutics, Inc.), Investors’ Rights Agreement (Janux Therapeutics, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 2.5 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of Common Shares registered under the first date upon which none of the Registrable Securities are outstandingAct.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (New Oriental Education & Technology Group Inc.), Investors’ Rights Agreement (eLong, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.3 and 2.4 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale an initial public offering of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none shares of Common Stock of the Registrable Securities are outstandingCompany.
Appears in 2 contracts
Sources: Investor's Rights Agreement (Iat Multimedia Inc), Stock Purchase Agreement (Iat Multimedia Inc)
Termination of Certain Covenants. The covenants set forth in this Sections 2.1 through Section 2 2.11 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of a Qualified Public Offering, at such time as the sale of securities Company is required to file reports pursuant to a Qualifying IPO; Section 13 or (ii15(d) the first date upon which none of the Registrable Securities are outstanding1934 Act or upon a Liquidation Event (as defined in the Restated Certificate).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Ardelyx, Inc.), Investors’ Rights Agreement (Ardelyx, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.13 shall terminate and be of no further force or effect upon immediately prior to the consummation of the earlier of: of (i) the consummation of the sale of securities pursuant to a Qualifying IPO; Company’s Initial Offering or (ii) a Liquidation Event, as that term is defined in the first date upon which none Certificate of the Registrable Securities are outstandingIncorporation.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Karyopharm Therapeutics Inc.), Investors’ Rights Agreement (Karyopharm Therapeutics Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 3.5, 3.6, 3.9 and 3.10 shall terminate and be of no further force or effect upon the earlier of: consummation of (ia) the consummation Company’s sale of its Common Stock or other securities pursuant to Registration Statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a Qualifying IPO; transaction under Rule 145 of the Act) or (iib) the first date upon which none of the Registrable Securities are outstandinga Liquidation Event.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Peloton Interactive, Inc.), Investors’ Rights Agreement (Peloton Interactive, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 (other than those in Section 2.4 above, which apply upon an Initial Offering and shall terminate thereafter) shall terminate and be of no further force or effect upon the earlier of: (i) following the consummation of the sale of securities pursuant to a Qualifying IPO; bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Act or (iiwhen the Company first becomes subject to the periodic reporting requirements of Sections 12(g) the first date upon which none or 15(d) of the Registrable Securities are outstanding1934 Act, whichever event shall first occur.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Fibrogen Inc), Investors’ Rights Agreement (Fibrogen Inc)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4, and 2.5 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock, registered under the first date upon which none of the Registrable Securities are outstandingAct.
Appears in 1 contract
Sources: Investors' Rights Agreement (CleanTech Biofuels, Inc.)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 and 2.5 shall terminate and be of no further force or effect upon the earlier of: of (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or , (ii) the first date upon which none acquisition of the Registrable Securities are outstandingCompany by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of this corporation; or (iii) a sale of all or substantially all of the assets of the Company.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 2.5 and 2.7 shall terminate and be of no further force or effect upon the consummation of the earlier of: of (ia) the consummation Company’s sale of its Common Stock or other securities pursuant to Registration Statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a Qualifying IPO; or (ii) the first date upon which none transaction under Rule 145 of the Registrable Securities are outstandingAct) and (b) a Liquidation Event, as that term is defined in the Restated Certificate.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5, 2.7, 2.8 and 2.9 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement filed by the first date upon which none Company under the Act in connection with the firm commitment underwritten offering of its securities to the Registrable Securities are outstandinggeneral public.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale first to occur of securities pursuant to a Qualifying (i) an Approved IPO; or , (ii) the first date upon which none a sale of all or substantially all of the Registrable Securities are outstandingassets of the Company, and (iii) an Acquisition of the Company (as defined in the Company's Certificate of Incorporation).
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this -------------------------------- Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement filed by the first date upon which none Company under the Act in connection with the firm commitment underwritten offering of its securities to the Registrable Securities are outstandinggeneral public.
Appears in 1 contract
Sources: Investors' Rights Agreement (Pervasive Software Inc)
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5 through 2.9 shall terminate and be of no further force or effect upon the earlier of: consummation of (i) the consummation of the sale of securities pursuant to a Qualifying IPO; Initial Offering or (ii) a Liquidation Event in which the first date upon which none stockholders of the Registrable Securities are outstandingCompany receive as consideration either cash or securities not subject to investment letter or other similar restrictions on free marketability.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.11 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement on Form S-1 filed by the first date upon which none Company under the Act in connection with a bona fide, firmly underwritten public offering of the Registrable Securities are outstandingshares of Common Stock.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock registered under the first date upon which none of the Registrable Securities are outstandingAct.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4, 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock, registered under the first date upon which none of the Registrable Securities are outstandingAct.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 3.1 to 3.8 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or Qualified IPO or, following any Liquidation Event (iias such term is defined in Section 10(A)(2) the first date upon which none of the Registrable Securities are outstandingAmended Memorandum), the date on which all monies or other assets distributable to all holders of Series A Preferred Shares have been distributed in full in compliance with all provisions set forth in Section 10(A)(2) of the Amended Memorandum.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4, through 2.8 (inclusive) shall terminate and be of no further force or effect upon the earlier of: of (ia) the consummation of the sale of securities pursuant to a Qualifying IPO; Qualified Initial Public Offering, (b) a Liquidation Event or (iic) the first date upon as of which none all shares of the Registrable Securities are Preferred Stock have been converted to Common Stock such that no shares of Preferred Stock remain outstanding.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.10 shall terminate and be of no further force or effect upon the earlier of: (i) upon the consummation of the Company’s sale of its Common Stock or other securities pursuant to a Qualifying IPO; an Initial Offering, or (ii) the first date upon which none of the Registrable Securities are outstandinga Deemed Liquidation Event.
Appears in 1 contract
Sources: Series C Senior Convertible Preferred Stock Purchase Agreement (Orion Energy Systems, Inc.)
Termination of Certain Covenants. The Except as otherwise provided, the covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; Initial Public Offering, or (ii) a Liquidation Event (as such term is defined in the first date upon Company’s Restated Certificate) in which none of the Registrable Securities are outstandingconsideration received is cash or marketable securities.
Appears in 1 contract
Termination of Certain Covenants. The covenants covenant set forth in this Section 2 2.5 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock, registered under the first date upon which none of the Registrable Securities are outstandingAct.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Securities Act or (ii) a Deemed Liquidation, as defined in the first date upon which none of the Registrable Securities are outstandingRestated Certificate.
Appears in 1 contract
Termination of Certain Covenants. The covenants set forth in this Section 2 2.4 shall terminate as to Major Investors and be of no further force or effect upon the earlier of: (i) the consummation effectiveness of the sale of securities pursuant to a Qualifying IPO; Qualified IPO or (ii) a Liquidation (as such term is defined in the first date upon which none Company’s then-current Certificate of the Registrable Securities are outstandingIncorporation).
Appears in 1 contract
Sources: Investors’ Rights Agreement (Compellent Technologies Inc)