Negative Covenants of the Company Regarding RusCo. (a) The Company agrees that it will not, without first obtaining the approval of RUSNANO, take any of the actions described on Schedule 1 attached hereto. (b) The Company agrees that it will not, without first obtaining the approval of at least one (1) of the RUSNANO appointees to the RusCo Board of Directors, take any of the actions described on Schedule 2 attached hereto. (c) The covenants described in Section 2.7 shall terminate upon the earlier to occur of: (i) a decrease in RUSNANO’s equity ownership of the Company’s securities by fifty-one percent (51%) or more; (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of the Company’s Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000; (iii) a Liquidation Event (as such term is defined in the Company’s Certificate of Incorporation, as may be amended from time to time); or (iv) the completion or termination of Quantenna’s funding obligations in RusCo under this Letter Agreement, provided however that RUSNANO shall retain the right to nominate one member to the RusCo Board.
Appears in 3 contracts
Samples: Agreement Regarding Investment in Series F Preferred Stock Financing (Quantenna Communications Inc), Agreement Regarding Investment in Series F Preferred Stock Financing (Quantenna Communications Inc), Agreement Regarding Investment in Series F Preferred Stock Financing (Quantenna Communications Inc)
Negative Covenants of the Company Regarding RusCo. (a) The Company agrees that it will not, without first obtaining the approval of RUSNANO, take any of the actions described on Schedule 1 attached hereto.
(b) The Company agrees that it will not, without first obtaining the approval of at least one (1) of the RUSNANO appointees to the RusCo Board of Directors, take any of the actions described on Schedule 2 attached heretohereto .
(c) The covenants described in Section 2.7 shall terminate upon the earlier to occur of: (i) a decrease in RUSNANO’s 's equity ownership of the Company’s 's securities by fifty-one percent (51%) or more; (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of the Company’s ' s Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000; (iii) a Liquidation Event (as such term is defined in the Company’s 's Certificate of Incorporation, as may be amended from time to time); or (iv) the completion or termination of Quantenna’s the Company's funding obligations in RusCo under this Letter Agreement, provided however that RUSNANO shall retain the right to nominate one member to the RusCo Board.
Appears in 3 contracts
Samples: Agreement Regarding Investment in Series F Preferred Stock Financing (Quantenna Communications Inc), Agreement Regarding Investment in Series F Preferred Stock Financing (Quantenna Communications Inc), Agreement Regarding Investment in Series F Preferred Stock Financing (Quantenna Communications Inc)
Negative Covenants of the Company Regarding RusCo. (a) The Company agrees that it will not, without first obtaining the approval of RUSNANOXXXXXXX, take any of the actions described on Schedule 1 attached hereto.
(b) The Company agrees that it will not, without first obtaining the approval of at least one (1) of the RUSNANO appointees to the RusCo Board of Directors, take any of the actions described on Schedule 2 attached heretohereto .
(c) The covenants described in Section 2.7 shall terminate upon the earlier to occur of: (i) a decrease in RUSNANO’s 's equity ownership of the Company’s 's securities by fifty-one percent (51%) or more; (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of the Company’s ' s Common Stock, provided that the aggregate gross proceeds to the Company are not less than $35,000,000; (iii) a Liquidation Event (as such term is defined in the Company’s 's Certificate of Incorporation, as may be amended from time to time); or (iv) the completion or termination of Quantenna’s the Company's funding obligations in RusCo under this Letter Agreement, provided however that RUSNANO shall retain the right to nominate one member to the RusCo Board.
Appears in 1 contract
Samples: Agreement Regarding Investment in Convertible Promissory Notes (Quantenna Communications Inc)