IPO Support Sample Clauses

IPO Support. In addition to the foregoing, and subject to the other terms of this Agreement, GNE shall invest up to two million dollars ($2,000,000) in an initial public offering of common stock of SG, at the offering price to the public, provided, however, that this Agreement has not been terminated and that SG is not in material breach of its terms, and provided, further, that in no event will GNE be required to purchase stock that would cause GNE to own, in the aggregate, more than 19.9% of SG's issued and outstanding capital stock. In lieu of GNE's participation in such initial public offering, if prior to any such initial public offering GNE files an IND with regard to the Antibodies, SG shall have the option to cause GNE to invest said two million dollars ($2,000,000) in a private placement purchase of SG's stock; provided, however, that SG must exercise such option by written notice to GNE within 60 days of the filing date of such IND; and provided, further, that in no event will GNE be required to purchase stock that would cause GNE to own, in the aggregate, more than 19.9% of SG's issued and outstanding capital stock. [*]

IPO Support. Subject to Section 6 below, the Lead Investor agrees to support an initial public offering of the Company’s common stock prior to September 30, 2014, at a valuation of the Company approved by the Company’s pricing committee (a “Valid Offering”). Support of a Valid Offering includes, but is not limited to: a. Voting in favor of any required or advisable stockholder action relating to a Valid Offering and establishing the Company as a public company, including without limitation: i. Amendments to and/or restatements of the Certificate of Incorporation and Bylaws in connection with a Valid Offering; ii. Adoption of a new stock incentive plan to be effective following the Valid Offering; iii. Adoption of an employee stock purchase plan to be effective following the Valid Offering; iv. Supporting staggered terms for members of the Board; and v. Waiver of requisite notices, registration rights and participation rights with respect to the Valid Offering. b. Executing a lock up agreement and such other documents customary in connection with an IPO on the same terms as other holders of 5% or more of the company’s capital stock or as required by law; c. Consenting to the conversion of the Company’s preferred stock into Common Stock in connection with a Valid Offering; d. Taking all reasonable actions necessary to amend the Stockholders’ Agreement and Registration Rights Agreement to treat the Valid Offering as a “Qualified Public Offering” (as such term is defined in those agreements); and e. Taking all reasonable actions necessary to amend the Purchase Agreement to provide that the Purchasers shall, in lieu of investing amounts committed towards the Second Tranche into shares of the Company’s Series E Preferred Stock and Second Closing Warrants, commit to purchase shares of the Company’s Common Stock concurrently with the Valid Offering at the price determined by the Valid Offering.