Common use of Termination and Waiver of Rights of First Refusal Clause in Contracts

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) with respect to the Major Investors, the effective date of the registration statement pertaining to an Initial Offering that results in the Preferred Stock being converted into Common Stock or, with respect to the Series B Investors and the Warrantholders, the effective date of the registration statement pertaining to an Initial Offering that results in the Preferred Stock being converted into Common Stock and the offer and sale of Common Stock at a price per share of at least $8.54 (as adjusted for stock splits, dividends, recapitalizations and the like) or (ii) a Change in Control. The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of Right of First Refusal Investors holding a majority of the Registrable Securities held by all Right of First Refusal Investors, or as permitted by Section 5.6.