Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which results in all outstanding shares of Preferred Stock being converted into Common Stock or (ii) the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basis.

Termination of Covenants. All Unless explicitly stated otherwise in a particular Subsection, all covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) Agreement, except for Sections 3.2 and 3.7, shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offeringthe IPO, which results in all outstanding shares of the Preferred Stock outstanding being converted into Common Stock or Stock, (ii) the written consent of Investors holding at least a majority complete conversion of the Preferred Stock held by all Investorsinto Common Stock, voting together or (iii) upon a Liquidation Event, as a single class on an as-if-converted basisthat term is defined in the Restated Certificate.

Termination of Covenants. All covenants of the Company contained in Section 3 3, other than Section 3.11, of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon on the earlier of (i) the effective date consummation of the registration statement pertaining to an Initial Qualified Public Offering, ; and (ii) the first date on which results in all outstanding no shares of Preferred Stock being converted into Common Stock or (ii) the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisare outstanding.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.3 and 3.6) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock Stock, (b) upon an Acquisition, Asset Transfer or Liquidation Event or (iic) at such time as the written consent Company becomes subject to the reporting requirements of Investors holding at least a majority Section 13 or Section 15 of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisExchange Act.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.3 and 3.6) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock Stock, or (ii) upon an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon a “Deemed Liquidation Event,” as defined in the written consent Charter (a “Change of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisControl”).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.4, 3.9, 3.16 and 3.20) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of Preferred Stock being converted into Common Stock Offering or (ii) an Acquisition or Asset Transfer (as defined in the written consent of Investors holding at least a majority of Charter); provided that the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisconsideration received pursuant to such Acquisition or Asset Transfer is limited to cash or marketable securities.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3, 3.6 and 3.9) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3, 3.8 and 3.13) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an “Acquisition” or “Asset Transfer”, each as defined in the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisRestated Certificate.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an “Acquisition” as defined in the written consent Company’s Amended and Restated Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 4 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) on the effective date of the registration statement pertaining to an the Initial Offering. Notwithstanding the foregoing, which results the covenant contained in all Section 4.9 shall expire and terminate as to each Investor on the date that the holders of Series B Preferred Stock hold a majority of the outstanding shares of Preferred Stock being converted into Common Stock or (ii) the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisStock.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3Sections 3.4 and 3.7) shall expire and terminate as to each Investor Investors upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock Stock, or (ii) upon an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investorsdate hereof, voting together as a single class on an as-if-converted basismay be amended from time to time.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into shares of Class 2 Common Stock or (ii) upon an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon the written consent effective date of Investors holding at least a majority Change of Control of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisCompany.

Termination of Covenants. All covenants of the Company and the Investors contained in Section 3 of this Agreement (other than the provisions of Section 3.33.4) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an Acquisition or Asset Transfer (each as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as date hereof ) (a single class on an as-if-converted basis“Change of Control”).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.2) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on upon an as-if-converted basisAsset Transfer or Acquisition.

Termination of Covenants. All covenants covenants, except Section 3.9 and 3.10, of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of Preferred Stock being converted into Common Stock Offering or (ii) upon (a) the written consent acquisition of Investors holding at least a majority all or substantially all of the Preferred Stock held assets of the Company or (b) an acquisition of the Company by all Investorsanother corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting together as a single class on an as-if-converted basis.stock

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3covenants contained in Sections 3.4, 3.7, 3.8, 3.9, 3.11 and 3.21) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of Preferred Stock being converted into Common Stock or (iib) upon an “Asset Transfer” or “Acquisition,” each as defined in the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisCertificate.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an Acquisition (as defined in the written consent Company’s Certificate of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together Incorporation as a single class on an as-if-converted basisin effect from time to time).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.3 and 3.11) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or and (iib) the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on upon an as-if-converted basisAcquisition.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3Sections 3.4 and 3.7) shall expire and terminate as to each Investor Investors upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an Acquisition (as defined in the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisCharter).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to an Initial the Qualified Public Offering, which results in all outstanding shares of the Preferred Stock being converted into Common Stock or (iib) the written consent of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisChange in Control.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the closing of the Initial Offering; provided that the covenants of the Company contained in Section 3 of this Agreement shall terminate with regards to the New Investors on the earlier to occur of (i) the effective date of the registration statement pertaining to an Initial Offering, which results in all outstanding shares of Preferred Stock being converted into Common Stock or (ii) the written consent payment of the Notes in full (if not converted in whole or in part) and (iii) the New Investors holding and their affiliates ceasing to hold at least a majority 60% of the Preferred iPayment Underlying Common Stock held by all Investors, voting together (as a single class on an as-if-converted basisdefined in the Merger Agreement).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3, 3.9 and 3.19) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, Offering which results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an “Acquisition” as defined in the written consent Company’s Amended and Restated Certificate of Investors holding at least a majority of Incorporation as in effect on the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, a Qualified Offering or any other public offering of Company's securities in which results in all of the Company's outstanding shares of Preferred Stock being is converted into Common Stock or (ii) in accordance with the written consent Company's Articles of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basis.Incorporation or

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section Sections 3.3, 3.7 and 3.9) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (iib) upon an “Acquisition” as defined in the written consent Company’s Amended and Restated Certificate of Investors holding at least a majority of Incorporation (as the Preferred Stock held by all Investorssame is amended, voting together as a single class on an as-if-converted basisrestated or otherwise modified after the date hereof).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.4 and 3.6(b)) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) upon an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3, 3.8 and 3.10) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering, which Offering that results in all outstanding shares of the Series E Preferred Stock being converted into Class A Common Stock or (ii) upon an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisEffective Date hereof.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) 3.3 shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which Offering ,that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) the written consent of Investors holding at least a majority upon an “Asset Transfer” or “Acquisition”, each as defined in Section 3(d) of the Preferred Stock held by all Investors, voting together Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof (a single class on an as-if-converted basis“Change of Control”).

Termination of Covenants. All covenants of the Company contained in this Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, Offering in which results in all outstanding shares of the Preferred Stock being is converted into Common Stock or (ii) upon an Acquisition or Asset Transfer (each as defined in the written consent Company’s Fifth Amended and Restated Certificate of Investors holding at least a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisIncorporation).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of the Preferred Stock being converted into Common Stock pursuant to the Company’s Certificate of Incorporation, or (ii) the written consent closing of Investors holding at least a majority an Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect on the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisdate hereof).

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.33.3 and 3.7) shall expire and terminate as to each Investor upon the earlier of the consummation of (i) the effective date of the registration statement pertaining to an Company’s Initial Offering, which Offering that results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) an “Acquisition” as defined in the written consent Company’s Certificate of Investors holding at least a majority Incorporation as in effect as of the Preferred Stock held by all Investorsdate hereof, voting together as a single class on an as-if-converted basispursuant to which the Investors receive cash and/or marketable securities.

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an the Initial Offering, which results in all outstanding shares of the Preferred Stock being converted into Common Stock or (ii) the written consent of Investors holding at least upon a majority of the Preferred Stock held by all Investors, voting together as a single class on an as-if-converted basisChange in Control.