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) the effective date of the registration statement pertaining to the Initial Offering or (ii) the date of the closing of an Acquisition or Asset Transfer, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof. The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of Major Investors holding at least two-thirds of the Registrable Securities held by all Major Investors, or as permitted by Section 5.6.

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) the effective date of the registration statement pertaining to the Company’s Initial Offering; provided that the rights of first refusal established by this Section 4 shall not apply to the Initial Offering (other than the investment right set forth in Section 4.7) or (ii) an Acquisition. Notwithstanding Section 6.5 hereof, the date of the closing of an Acquisition or Asset Transfer, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof. The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding at least two-thirds a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.66.5.

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) the effective date of the registration statement pertaining to the Company's Initial Offering or (ii) a Change in Control. As to each Major Investor, the date rights of first refusal established by this Section 4 shall terminate when such Major Investor fails to purchase its pro rata share of any Equity Securities issued by the closing of an Acquisition or Asset Transfer, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereofCompany pursuant to this Section 4. The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of Major Investors holding at least two-thirds a majority of the Registrable Securities Shares held by all Major Investors, or as permitted by Section 5.67.5.

Termination and Waiver of Rights of First Refusal. (a) The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the a Qualified Initial Public Offering or (ii) the date of the closing of an Acquisition or an Asset Transfer, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof. The rights of first refusal established by this Section 4 may be amended, or any amended with written consent of the Company and with the written consent of Major Investors holding a majority of the Registrable Securities held by all Major Investors. Any provision of this Section 4 may waived with the written consent of Major Investors holding at least two-thirds a majority of the Registrable Securities held by all Major Investors; provided, or as permitted by Section 5.6however, the rights of any individual Major Investor hereto may not be adversely affected in a manner different than the other Major Investors without such Major Investor’s prior written consent.

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) the effective date of the registration statement pertaining to a Qualified IPO of the Initial Offering or Company, (ii) the date the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the closing of an Acquisition Exchange Act, or Asset Transfer(iii) a Change in Control. Notwithstanding Section 5.5 hereof, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof. The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of the Company and the Major Investors holding at least two-thirds a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.65.5.

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) the effective date of the registration statement pertaining to the Initial Offering or (ii) a Change in Control; provided, however, that this Section 4 shall not terminate under this subsection (ii) unless the date consideration received by the Investors in such Change in Control consists solely of the closing of an Acquisition or Asset Transfer, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereofcash and/or publicly traded equity securities. The rights of first refusal established by this Section 4 may be amended, or any provision waived with the written consent of Major Investors holding at least twosixty-six and two thirds percent (66 2/3%) of the Registrable Securities held by all Major Investors, or as permitted by Section 5.6.