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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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 Series Preferred Stock converts to Common Stock. The rights of the Preferred Holders Investors contained in this Section 3 may be transferred or assigned by a Preferred Holder an Investor to a transferee or assignee of the Shares that (a) is a general partner, limited partner or retired partner of such Preferred Holder Investor that is a partnership; (b) is a member or former member of any Preferred Holder Investor that is a limited liability company; (c) is a family member or a trust for the benefit of the Preferred Holder Investor or such family member; , (d) is a subsidiary or parent corporation (or any officer, director or principal stockholder thereof) that owns all of the capital stock of the Preferred HolderInvestor; (e) is an Affiliate of the Preferred HolderInvestor; (f) is an Affiliated partnership, limited liability company or fund managed by a Preferred Holder an Investor or any of their respective directors, officers, partners or members; or (g) acquires not less than ten percent (10%) of the 1,000,000 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 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 the foregoing, any other provision of this Agreement or any other provision of any other agreement among some or all of the parties hereto, 3i Technology Partners L.P., Mayflower L.P., 3i Pan European Technology 2004-06 L.P., 3i Global Technology 2004-06 L.P. and any 3i Permitted Transferee may, from time to time, transfer all or any portion of the shares it owns to any 3i Permitted Transferee; provided, that in each such case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if such transferee were an original Holder hereunder.
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