Common use of Termination of Certain Covenants Clause in Contracts

Termination of Certain Covenants. The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.

Termination of Certain Covenants. The covenants set forth in this Section 2 -------------------------------- Sections 2.5 through 2.7 shall terminate and be of no further force or effect upon immediately prior to the earlier of: (i) the consummation first closing of the sale of securities pursuant to a Qualifying IPO; IPO or (ii) the first date upon which none of the Registrable Securities are outstandinga Qualifying Acquisition.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.17 shall terminate and be of no further force or effect upon the earlier of: consummation of (i) a Qualified Public Offering, as that term is defined in the consummation of the sale of securities pursuant to a Qualifying IPO; Restated Certificate, or (ii) a Liquidation Event other than an Asset Sale, as such term is defined in the first date upon which none of the Registrable Securities are outstandingRestated Certificate.

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 (other than the covenants set forth in Sections 2.4 and this 2.13) shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale of securities pursuant to a Qualifying IPO; Qualified IPO or (ii) the first date upon which none termination of the Registrable Securities are outstandingthis Agreement, as provided in Section 3.1.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 3.5, 3.6, 3.7, 3.8 and 3.12 shall terminate and be of no further force or effect upon the earlier of: consummation of (i) the consummation of the Company’s sale of its Common Stock or other securities pursuant to a Qualifying IPO; Registration Statement under the Act or (ii) a Liquidation Event, as that term is defined in the first date upon which none Company’s Restated Certificate of the Registrable Securities are outstandingIncorporation (as amended from time to time).

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 5.1 and 5.2 shall terminate and be of no further force or effect upon the earlier of: (ia) immediately before the consummation of the sale of securities pursuant to a Qualifying IPO; IPO or (iib) when the Company first date upon which none becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Registrable Securities are outstandingExchange Act or (c) upon a Sale of the Company, whichever event occurs first.

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 (other than the covenants set forth in Sections 2.4) shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale of securities pursuant to a Qualifying Qualified IPO; , or (ii) the first date upon which none termination of the Registrable Securities are outstandingthis Agreement, as provided in Section 3.

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 (other than the covenant set forth in Section 2.4) shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale of securities pursuant to a Qualifying Qualified IPO; , or (ii) the first date upon which none termination of the Registrable Securities are outstandingthis Agreement, as provided in Section 3.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 3.5, 3.6, 3.9 and 3.10 shall terminate and be of no further force or effect upon the earlier of: consummation of (ia) the consummation Company’s sale of its Common Stock or other securities pursuant to Registration Statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a Qualifying IPO; transaction under Rule 145 of the Act) or (iib) the first date upon which none of the Registrable Securities are outstandinga Liquidation Event.

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale initial public offering by the Company of securities shares of its Common Stock pursuant to a Qualifying IPO; registration statement under the Securities Act of 1933, as amended, which results in the automatic conversion of all outstanding shares of Preferred Stock into Common Stock pursuant to Article IV(B)(4)(b) of the Restated Certificate or (ii) the first date upon which none termination of the Registrable Securities are outstandingthis Agreement, as provided in Section 3.

Termination of Certain Covenants. The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding; or (iii) a Liquidation (as defined in the Restated Certificate).

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 (other than the covenants set forth in Section 2.4) shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale of securities pursuant to a Qualifying Qualified IPO; , or (ii) the first date upon which none termination of the Registrable Securities are outstandingthis Agreement, as provided in Section 3.

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 (other than the covenants set forth in Sections 2.4 and 2.7) shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale of securities pursuant to a Qualifying Qualified IPO; , or (ii) the first date upon which none termination of the Registrable Securities are outstandingthis Agreement, as provided in Section 3.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.3 and 2.4 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale an initial public offering of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none shares of Common Stock of the Registrable Securities are outstandingCompany.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.13 shall terminate and be of no further force or effect upon immediately prior to the consummation of the earlier of: of (i) the consummation of the sale of securities pursuant to a Qualifying IPO; Company’s Initial Offering or (ii) a Liquidation Event, as that term is defined in the first date upon which none Certificate of the Registrable Securities are outstandingIncorporation.

Termination of Certain Covenants. The covenants set forth in this Section 2 4, except for the covenants set forth in Sections 4.6, 4.7 and 4.8, shall terminate and be of no further force or effect upon the earlier earliest of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding; or (iii) a Liquidation.

Termination of Certain Covenants. The (a) Each of the covenants set forth in this Section 2 (other than the covenants set forth in Section 2.4 and Section 2.9) shall terminate as to each Holder and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale of securities pursuant to a Qualifying Qualified IPO; , or (ii) the first date upon which none termination of the this Agreement, as provided in Section 3. The covenants set forth in Section 2.9 shall terminate (1) upon termination of this Agreement as provided in Section 3 or (2) at such time as NEA and its Affiliates no longer own any Registrable Securities are outstandingSecurities.

Termination of Certain Covenants. The covenants set forth in this Sections 2.1 through Section 2 2.11 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of a Qualified Public Offering, at such time as the sale of securities Company is required to file reports pursuant to a Qualifying IPO; Section 13 or (ii15(d) the first date upon which none of the Registrable Securities are outstanding1934 Act or upon a Liquidation Event (as defined in the Restated Certificate).

Termination of Certain Covenants. The covenants set forth in this Section 2 (other than those in Section 2.4 above, which apply upon an Initial Offering and shall terminate thereafter) shall terminate and be of no further force or effect upon the earlier of: (i) following the consummation of the sale of securities pursuant to a Qualifying IPO; bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Act or (iiwhen the Company first becomes subject to the periodic reporting requirements of Sections 12(g) the first date upon which none or 15(d) of the Registrable Securities are outstanding1934 Act, whichever event shall first occur.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4, 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock, registered under the first date upon which none of the Registrable Securities are outstandingAct.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.10 shall terminate and be of no further force or effect upon the earlier of: (i) upon the consummation of the Company’s sale of its Common Stock or other securities pursuant to a Qualifying IPO; an Initial Offering, or (ii) the first date upon which none of the Registrable Securities are outstandinga Deemed Liquidation Event.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 through 2.11 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement on Form S-1 filed by the first date upon which none Company under the Act in connection with a bona fide, firmly underwritten public offering of the Registrable Securities are outstandingshares of Common Stock.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4, through 2.8 (inclusive) shall terminate and be of no further force or effect upon the earlier of: of (ia) the consummation of the sale of securities pursuant to a Qualifying IPO; Qualified Initial Public Offering, (b) a Liquidation Event or (iic) the first date upon as of which none all shares of the Registrable Securities are Preferred Stock have been converted to Common Stock such that no shares of Preferred Stock remain outstanding.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5, 2.7, 2.8 and 2.9 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement filed by the first date upon which none Company under the Act in connection with the firm commitment underwritten offering of its securities to the Registrable Securities are outstandinggeneral public.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 and 2.5 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation closing of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstandingQualified Public Offering.

Termination of Certain Covenants. The covenants set forth in this -------------------------------- Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement filed by the first date upon which none Company under the Act in connection with the firm commitment underwritten offering of its securities to the Registrable Securities are outstandinggeneral public.

Termination of Certain Covenants. The Except as otherwise provided, the covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; Initial Public Offering, or (ii) a Liquidation Event (as such term is defined in the first date upon Company’s Restated Certificate) in which none of the Registrable Securities are outstandingconsideration received is cash or marketable securities.

Termination of Certain Covenants. The covenants set forth -------------------------------- in this Section 2 Sections 2.4, 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock, registered under the first date upon which none of the Registrable Securities are outstandingAct.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5 through 2.9 shall terminate and be of no further force or effect upon the earlier of: consummation of (i) the consummation of the sale of securities pursuant to a Qualifying IPO; Initial Offering or (ii) a Liquidation Event in which the first date upon which none stockholders of the Registrable Securities are outstandingCompany receive as consideration either cash or securities not subject to investment letter or other similar restrictions on free marketability.

Termination of Certain Covenants. The covenants set forth in this Section 2 -------------------------------- Sections 2.1 and 2.2 shall terminate and be of no further force or effect upon the earlier of: of (ia) the consummation of the sale of securities pursuant to a Qualifying IPO; registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public, or (iib) the first date upon which none expiration or termination of the Registrable Securities are outstandingLicense and Supply Agreement as a result of default on the License and Supply Agreement by Investor.

Termination of Certain Covenants. The covenants set forth in this Section 2 -------------------------------- Sections 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) registration statement filed by the first date upon which none Company under the Act in connection with the firm commitment underwritten offering of its securities to the Registrable Securities are outstandinggeneral public.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4 and 2.5 shall terminate and be of no further force or effect upon the earlier of: of (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or , (ii) the first date upon which none acquisition of the Registrable Securities are outstandingCompany by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of this corporation; or (iii) a sale of all or substantially all of the assets of the Company.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Securities Act or (ii) a Deemed Liquidation, as defined in the first date upon which none of the Registrable Securities are outstandingRestated Certificate.

Termination of Certain Covenants. The covenants set forth in this Section 2 2.4 shall terminate as to Major Investors and be of no further force or effect upon the earlier of: (i) the consummation effectiveness of the sale of securities pursuant to a Qualifying IPO; Qualified IPO or (ii) a Liquidation (as such term is defined in the first date upon which none Company’s then-current Certificate of the Registrable Securities are outstandingIncorporation).

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.4, and 2.5 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock, registered under the first date upon which none of the Registrable Securities are outstandingAct.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) bona fide, firmly underwritten public offering of shares of common stock registered under the first date upon which none of the Registrable Securities are outstandingAct.

Termination of Certain Covenants. The covenants set forth in this Section 2 Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 shall terminate and be of no further force or effect upon the earlier of: (i) immediately prior to the consummation of the sale first to occur of securities pursuant to a Qualifying (i) an Approved IPO; or , (ii) the first date upon which none a sale of all or substantially all of the Registrable Securities are outstandingassets of the Company, and (iii) an Acquisition of the Company (as defined in the Company's Certificate of Incorporation).