Termination of Covenants; Assignment of Covenants Sample Clauses

Termination of Covenants; Assignment of Covenants. Unless terminated earlier pursuant to the terms and provisions hereof, the covenants of the Company contained in this Section 3 shall terminate and be of no further force and effect upon the consummation of the Qualified IPO. The rights of the Investors and/or Major Investors contained in this Section 3 may be transferred or assigned by an Investor to a transferee or assignee of the Shares or Registrable Securities that (a) is a partner, member or other equity owner or a former partner, retired member or other equity owner of the estate of any partner, member or other equity owner or retired partner, member or other equity holder of an Investor or Major Investor that is a partnership, in accordance with partnership interests and made pursuant to the terms of such Investor’s or Major Investor’s partnership agreement; (b) is a wholly-owned subsidiary of an Investor or Major Investor that is a corporation, a parent corporation that owns all of the capital stock of such Investor or Major Investor or the stockholders of such Investor or Major Investor in accordance with their ownership of such Investor or Major Investor; (c) is a member or former member of an Investor or Major Investor that is a limited liability company, in accordance with their interest in the limited liability company and made pursuant to the terms of such an Investor’s or Major Investor’s limited liability company agreement; (d) is a Family Member, or any custodian or trustee of any trust or any other corporation, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Investor or Major Investor or any such Investor’s or Major Investor’s Family Members; (e) is an Affiliate of the Investor or Major Investor; (f) is an Affiliated partnership, limited liability company or fund managed by an Investor or Major Investor or any of their respective directors, officers, partners or members; or (g) acquires not less than ten percent (10%) of the Registrable Securities (as adjusted for stock dividends, combinations, splits, recapitalizations and the like) held by the transferring Investor or Major Investor measured as of the date of such Investor or Major Investor became a party to this Agreement; provided, however, that (i) the transferor shall, within a reasonable time after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such rights a...
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Termination of Covenants; Assignment of Covenants. Unless terminated earlier pursuant to the terms and provisions hereof, the covenants of the Company contained in this Section 3 shall terminate and be of no further force and effect upon the consummation of an Initial Public Offering in which all of the Company’s Preferred Stock converts to Common Stock. The rights of the Preferred Holders contained in this Section 3 may be transferred or assigned by a Preferred Holder to a transferee or assignee of the Shares that (a) is a general partner, limited partner or retired partner of such Preferred Holder that is a partnership; (b) is a member or former member of any Preferred Holder that is a limited liability company; (c) is a family member or a trust for the benefit of the Preferred Holder or such family member; (d) is a subsidiary or parent corporation that owns all of the capital stock of the Preferred Holder; (e) is an Affiliate of the Preferred Holder; (f) is an Affiliated partnership, limited liability company or fund managed by a Preferred Holder or any of their respective directors, officers, partners or members; or (g) acquires not less than ten percent (10%) of the Registrable Securities (as adjusted for stock dividends, combinations, splits, recapitalizations and the like) held by the transferring Preferred Holder measured as of the date such Preferred Holder became a party to this Agreement; provided, however, that (i) the transferor shall, within a reasonable time after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities for which such rights and obligations are being assigned and (ii) such transferee shall agree in writing to be subject to all restrictions set forth in this Agreement.
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Related to Termination of Covenants; Assignment of Covenants

  • Termination of Covenants The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

  • Duration of Covenants The covenants of the Current Issuer Cash Manager in Clause 10.1 (Covenants) shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Current Issuer and/or the Note Trustee arising from breach of any such covenant prior to the date of termination of this Agreement.

  • Independent Effect of Covenants The Borrower expressly acknowledges and agrees that each covenant contained in Articles VIII or IX hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VIII or IX, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles VIII or IX.

  • Miscellaneous Assignment Provisions Any assigning Bank shall retain ----------------------------------- its rights to be indemnified pursuant to (S)17 with respect to any claims or actions arising prior to the date of such assignment. If any assignee Bank is not incorporated under the laws of the United States of America or any state thereof, it shall, prior to the date on which any interest or fees are payable hereunder or under any of the other Loan Documents for its account, deliver to the Borrower and the Agent certification as to its exemption from deduction or withholding of any United States federal income taxes. If any Reference Bank transfers all of its interest, rights and obligations under this Credit Agreement, the Agent shall, in consultation with the Borrower and with the consent of the Borrower and the Majority Banks, appoint another Bank to act as a Reference Bank hereunder. Anything contained in this (S)20 to the contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the twelve Federal Reserve Banks organized under (S)4 of the Federal Reserve Act, 12 U.S.C. (S)341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents.

  • Breaches of Covenants The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the other Transaction Documents (other than those specified in Section 2(a)) and such failure shall continue for ten (10) business days after the Company’s receipt of written notice to the Company of such failure; or