Common use of Termination of Covenants; Assignment of Covenants Clause in Contracts

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 and obligations are being assigned and (ii) such transferee shall agree in writing to be subject to all restrictions set forth in this Agreement. Notwithstanding anything to the contrary contained herein, any transfer of the rights granted pursuant to this Section 3.12 shall be subject to the terms of Section 4.1 of the ROFR Agreement.