Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company, the holders of at least three-fourths of the shares of Series C Preferred Stock and shares of Series D Preferred Stock, acting together as a separate class on an as-converted basis and the holders of at least two-thirds of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon the execution of the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Series A Holders, the Series B Holders the Series C Holders and the Series D Holders with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders each hereby waive the right of first offer, including the notice requirements, set forth in Section 2.3 of the Prior Rights Agreement with respect to the issuance of Series E Preferred Stock issuable pursuant to the Purchase Agreement and the shares of Common Stock issuable upon conversion of such Series E Preferred Stock.
Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company and the holders of a majority of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon allotment of the CHESS Depositary Interests in the Australian IPO, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company and the Investors with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Series A Holders, the Note Purchaser and the Series B Holders hereby waive the Right of First Offer, including the notice requirements, set forth in the Prior Rights Agreement with respect to the issuance of CHESS Depositary Interests in the Australian IPO.
Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company and the holders of at least 60% of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon closing of the transactions contemplated by the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company and the holders of the Registrable Securities hereby agree to be bound by the provisions hereof as the sole agreement of the Company and the holders of the Registrable Securities with respect to registration rights of the Company's securities and certain other rights, as set forth herein. The holders of Registrable Securities, as that term is defined in the Prior Rights Agreement, on behalf of themselves and all holders of Registrable Securities pursuant to Section 3.4 of the Prior Rights Agreement, hereby waive any right of first offer, including the notice requirements related thereto, set forth in Section 2.3 of the Prior Rights Agreement with respect to the issuance of Series D Preferred Stock pursuant to the Purchase Agreement.
Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon (1) execution of this Agreement by (i) the Company, (ii) the holders of at least 60% of the Registrable Securities (as defined in the Prior Rights Agreement) then outstanding, not including the Founder’s Stock (as defined in the Prior Rights Agreement), (iii) the Investors (as defined in the Prior Rights Agreement) holding at least 65% of the capital stock then held by the Investors (as defined in the Prior Rights Agreement) as a group, not including the Founder’s Stock (as defined in the Prior Rights Agreement) and (iv) the holder or holders of a majority of the Founder’s Stock (as defined in the Prior Rights Agreement), and (2) the Closing (as defined in the Purchase Agreement), the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Founder, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Founder and the Investors with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Investors that are Major Investors (as that term is defined in the Prior Rights Agreement) hereby waive the notice requirements pertaining to the Right of First Offer set forth in Section 2.3 of the Prior Rights Agreement, with respect to the issuance of Series E Preferred Stock.
Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by (i) the Company, (ii) the holders of a majority of the Registrable Securities outstanding and (iii) at least 66-2/3% of the holders of the outstanding shares of Series B Preferred Stock, and upon closing of the transactions contemplated by the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company and the Investors with respect to the matters set forth herein. In accordance with the terms of the Prior Rights Agreement, if the conditions of Section 6.6 of the Prior Rights Agreement are satisfied, this Agreement is binding on all parties to the Prior Rights Agreement, whether or not they execute this Agreement. The Prior Investors hereby waive the Right of First Offer, including the notice requirements, set forth in the Prior Rights Agreement with respect to the issuance of shares of the Series C Preferred Stock to the Investors pursuant to the Purchase Agreement.
