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 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) an Acquisition. Notwithstanding Section 6.7 hereof, the rights of first refusal established by this Section 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 6.7. In the event that the rights of a Major Investor to purchase Equity Securities under this Section 5 are waived with respect to a particular offering of Equity Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases Equity Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such Equity Securities as the highest percentage of any such purchasing Major Investor.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 6.7 6.5 hereof, the rights of first refusal established by this Section 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 6.7. In 6.5; and provided further, that (i) in the event that the rights of a Major Investor to purchase Equity Securities under this Section 5 are waived with respect to a particular offering of Equity Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights rights, or any affiliate of any such Major Investor, actually purchases Equity Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such Equity Securities as the highest percentage of any such purchasing Major Investor and (ii) this sentence may be amended or modified, and the obligations of the Company and the rights of the Waived Investors under this sentence may be waived, in each case with respect to any Waived Investor only with the written consent of such Waived Investor.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 5 4 shall not apply to, and shall terminate upon the earlier of (ia) the effective date of the registration statement pertaining to the Initial Offering or (iib) an Acquisition, Asset Transfer or Liquidation Event. Notwithstanding Section 6.7 5.5 hereof, the rights of first refusal established by this Section 5 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 6.75.5. In the event that the rights of a Major Investor to purchase Equity Securities under this Section 5 4 are waived with respect to a particular offering of Equity Securities without such Major Investor’s prior written consent (a as “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases Equity Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such Equity Securities as the highest percentage of any such purchasing Major Investor.