TERMINATION OF CO-SALE RIGHTS. The parties hereto agree that, upon -------------------------------- consummation of the IPO, the Stock Rights Agreement shall be amended to terminate the "co-sale rights" granted to Stockholder in Section 7 of the Stock Rights Agreement. Effective as of the IPO Closing Time, Section 7 of the Stock Rights Agreement shall be deleted in its entirety and replaced with the following:
TERMINATION OF CO-SALE RIGHTS. The provisions of Section 6 of this Agreement shall not apply to sales pursuant to a registered public offering or "public" sales pursuant to Rule 144 under the Securities Act after an initial public offering.
TERMINATION OF CO-SALE RIGHTS. Notwithstanding anything herein to the contrary, the rights and obligations provided for in this Section 3 shall terminate immediately before the earlier to occur of (i) the closing of an IPO or (ii) a Sale of the Company.
TERMINATION OF CO-SALE RIGHTS. The rights of the Investor under this Agreement and the obligations of a Principal Stockholder with respect to the Investor shall terminate at such time as the Investor shall no longer be the owner of any shares of capital stock of the Company. Unless sooner terminated in accordance with the preceding sentence, this Agreement shall terminate upon the occurrence of any one of the following events:
(a) the consummation of a Qualifying IPO (as defined in Section 5(b)(1) of the Series A Certificate); or
(b) the five-year anniversary of the date of this Agreement.
TERMINATION OF CO-SALE RIGHTS. The rights granted under this Section 4 shall terminate on the first to occur of (i) the consummation of the initial public offering of the Company's securities pursuant to a effective registration statement filed under Indian law for a offering of the Company's securities on a Stock Exchange; (ii) as to any Holder, at such time as such Holder is able to offer for sale all of its Registrable Securities within a given three-month period pursuant to Rule 144 of the Securities Act; (iii) as to any Holder, at such time as such Holder is able to convert its Registrable Securities to American Depositary Shares which are listed on the Nasdaq National Market pursuant to an effective registration statement filed pursuant to the Securities Act; or (iii) the occurrence of the merger or consolidation of the Company into, or the sale of all or substantially all of the Company's assets to another corporation, unless the shareholders of the Company shall own at least 51% of the capital stock of such other corporation immediately after such merger, consolidation or sale.
TERMINATION OF CO-SALE RIGHTS. The co-sale rights established by this Section 10 shall not apply to, and shall terminate upon, the Company's consummation of an Initial Offering.
TERMINATION OF CO-SALE RIGHTS. The rights of co-sale granted under this Section 3 shall terminate upon the effectiveness of the first registration statement filed by the Company involving a Qualified Initial Public Offering.
TERMINATION OF CO-SALE RIGHTS. The co-sale rights established by this Section 7 shall terminate as to each Purchaser at such time as all of such Purchaser's Series A Preferred has been converted into Common Stock.
TERMINATION OF CO-SALE RIGHTS. The provisions of this Section 6 shall terminate upon the earliest to occur of (a) the closing of any Qualified Public Offering, (b) the date on which this Agreement is terminated by a writing executed by the parties hereto, (c) the dissolution of the Company, (d) the effective date of a Change of Control Transaction or (e) consummation of the sale of all or substantially all of the assets of the Company.
TERMINATION OF CO-SALE RIGHTS. The co-sale rights of Original Preferred Holders set forth in this Section 5 shall terminate upon the earliest to occur of: (i) the closing of a firm commitment underwritten Public Offering covering the offer and sale of Common Stock at a price of not less than $6.60 per share (as adjusted for any stock dividends, combinations or splits with respect to the Common Stock) and an aggregate offering price (before deduction of underwriters' discounts and expenses) of not less than $10,000,000; (ii) the closing of the sale by the Company of all or substantially all of its assets or the acquisition of the Company by another Person by means of a merger or consolidation resulting in the exchange of the outstanding shares of the Company's Stock for securities or consideration to be issued, or caused to be issued, by the acquiring entity or its subsidiary or (iii) such time as the sum of the number of shares of Common Stock held by FGN plus the number of shares of Common Stock into which FGN's Designated Preferred Stock is then convertible constitutes less than 10 percent of the sum of the number of shares of Common Stock then outstanding plus the number of shares of Common Stock issuable upon the exercise of all options, warrants and rights to acquire Common Stock and the exchange or conversion of all Securities exchangeable for or convertible into Common Stock (including, without limitation, all shares of Preferred Stock).
