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Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 5 contracts

Samples: Investors’ Rights Agreement (Immuneering Corp), Investors’ Rights Agreement (Elevation Oncology, Inc.), Investors’ Rights Agreement (Immuneering Corp)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Unum Therapeutics, Inc.), Investors’ Rights Agreement (Denali Therapeutics Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon immediately before a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Evelo Biosciences, Inc.), Investors’ Rights Agreement (Evelo Biosciences, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.7, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPO, an IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Rapport Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Cyteir Therapeutics, Inc.), Investors’ Rights Agreement (Sera Prognostics, Inc.), Investors’ Rights Agreement (Cyteir Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Sections 5.4 through 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationCertificate, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Tempus AI, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, through 5.10 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO, as such term is defined in the Company’s Certificate of Incorporation, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Gossamer Bio, Inc.), Investors’ Rights Agreement (Gossamer Bio, Inc.), Investors’ Rights Agreement

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.75.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPO, an IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Neon Therapeutics, Inc.), Investors’ Rights Agreement (Neon Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Sections 5.9 and 5.75.11, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the IPOa QPO or, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Jounce Therapeutics, Inc.), Investors’ Rights Agreement (Jounce Therapeutics, Inc.), Investors’ Rights Agreement (Jounce Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Section 5.6, Section 5.8 and 5.7, Section 5.9 shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, IPO or (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Beam Therapeutics Inc.), Investors’ Rights Agreement

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Denim LA, Inc.), Investors’ Rights Agreement (Denim LA, Inc.), Investors’ Rights Agreement (Denim LA, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.7, 5.8 and 5.75.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Tyra Biosciences, Inc.), Investors’ Rights Agreement (Tyra Biosciences, Inc.), Investors’ Rights Agreement (Eliem Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.6, 5.7 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Subsection 5.7 and 5.7Subsection 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Rhythm Pharmaceuticals, Inc.), Investors’ Rights Agreement (Rhythm Pharmaceuticals, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae Corp)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before prior to the consummation of the sale of shares of Common Stock in the Company’s IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange Act, ; or (iii) upon a Deemed Liquidation Event, as such term is defined in Sale of the Certificate of IncorporationCompany, whichever event occurs firstshall first occur.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Arrowhead Research Corp), Investors’ Rights Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.4, 5.5 and 5.75.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in Article FOURTH, Sections C.2.3.1(a) and (b) of the Certificate of Incorporation) provided that pursuant to such Deemed Liquidation Event the Investors receive only cash or liquid securities, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (CarGurus, Inc.), Investors’ Rights Agreement (CarGurus, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Liquidity Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Replimune Group, Inc.), Investors’ Rights Agreement (Replimune Group, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.7, 5.9 and 5.75.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Codiak BioSciences, Inc.), Investors’ Rights Agreement (Codiak BioSciences, Inc.), Investors’ Rights Agreement (Codiak BioSciences, Inc.)

Termination of Covenants. The covenants set forth in Section 2.1 and this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationCompany’s Certificate, or (d) upon a Stock Sale, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Mode Mobile, Inc.), Investors’ Rights Agreement (Mode Mobile, Inc.), Investors’ Rights Agreement (Mode Mobile, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Section 5.6, Section 5.9 and 5.7Section 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement, Investors’ Rights Agreement (Histogenics Corp)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (MedicaMetrix, Inc/De), Investors’ Rights Agreement (MedicaMetrix, Inc/De), Investors’ Rights Agreement (MedicaMetrix, Inc/De)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs firstRestated Certificate.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Blue Apron Holdings, Inc.), Investors’ Rights Agreement (Blue Apron Holdings, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.5 and 5.75.6, shall terminate and be of no further force or effect upon the earliest to occur of: (i) immediately before the consummation of the IPO, ; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, ; or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs firstRestated Certificate.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Kronos Bio, Inc.), Investors’ Rights Agreement (Kronos Bio, Inc.), Investors’ Rights Agreement (Kronos Bio, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Invea Therapeutics, Inc), Investors’ Rights Agreement (Acumen Pharmaceuticals, Inc.), Investors’ Rights Agreement (Acumen Pharmaceuticals, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5.8, 5.9 and 5.10 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement, Investors’ Rights Agreement (Kezar Life Sciences, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Section 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Everspin Technologies Inc), Investors’ Rights Agreement (Everspin Technologies Inc)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.2, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(b), 12(g) or 15(d) of the Exchange Act following the date on which the Company deregisters or is otherwise no longer subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Gi Dynamics, Inc.), Series a Preferred Stock Purchase Agreement (Gi Dynamics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Subsection 5.7 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Camp4 Therapeutics Corp), Investors’ Rights Agreement (MBX Biosciences, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.6, 5.8 and 5.75.9, shall automatically terminate and be upon the earlier of no further force or effect (ia) immediately before the consummation of a Qualified IPO; and (b) the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements consummation of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in the Certificate of Incorporation, whichever event occurs first).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Karuna Therapeutics, Inc.), Investors’ Rights Agreement (Karuna Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Stock Sale, or (iv) upon a Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Casper Sleep Inc.), Investors’ Rights Agreement (Casper Sleep Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Sections 5.8 and 5.75.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (MongoDB, Inc.), Investors’ Rights Agreement (MongoDB, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.5, 5.6 and 5.7, shall terminate and be of no further force or effect effect: (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Allogene Therapeutics, Inc.), Investors' Rights Agreement (Allogene Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Dimension Therapeutics, Inc.), Investors’ Rights Agreement (Dimension Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, a Qualified IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Galecto Inc.), Investors’ Rights Agreement (Galecto Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Sections 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationCompany’s Restated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Akoya Biosciences, Inc.), Investors’ Rights Agreement (Akoya Biosciences, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Apellis Pharmaceuticals, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.8, 5.9 and 5.75.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Revolution Medicines, Inc.), Investors’ Rights Agreement (Revolution Medicines, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Receptos, Inc.), Investors' Rights Agreement (Receptos, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Subsection 5.6 and Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon immediately before a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Rubius Therapeutics, Inc.), Investors’ Rights Agreement (Rubius Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and this Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as may be amended or restated from time to time, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Beyond Meat, Inc.), Investors’ Rights Agreement (Beyond Meat, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, through 5.10 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Vir Biotechnology, Inc.), Investors’ Rights Agreement (Vir Biotechnology, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon a Deemed Liquidation Event, Event as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Tremor Video Inc.), Investors’ Rights Agreement (Tremor Video Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, or (iv) immediately before the consummation of a Direct Listing, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Flywire Corp), Investors’ Rights Agreement (Flywire Corp)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.5, 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.6, 5.7 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Aptinyx Inc.), Investors’ Rights Agreement (Aptinyx Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.76, shall terminate and be of no further force or effect upon (ia) immediately before the consummation of the IPO, IPO or (iib) when the Company first becomes becoming subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs firstshall first occur.

Appears in 2 contracts

Samples: Stockholders' Agreement (Acorn Energy, Inc.), Stockholders' Agreement (Acorn Energy, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Keros Therapeutics, Inc.), Investors’ Rights Agreement (Keros Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Subsection 5.5 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (IMARA Inc.), Investors’ Rights Agreement (IMARA Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.5, 5.6, 5.7, 5.8 and 5.75.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (AVROBIO, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, ; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.of

Appears in 2 contracts

Samples: Investor Rights Agreement (AveXis, Inc.), Investor Rights Agreement (AveXis, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.6, 5.7 and 5.75.8, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Vor Biopharma Inc.), Investors’ Rights Agreement (PureTech Health PLC)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Sections 5.6, 5.7, 5.8, 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Frequency Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Subsection 5.5 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Prevail Therapeutics Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Subsection 5.6 and 5.7Subsection 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (6d Bytes Inc.), Investors’ Rights Agreement (6d Bytes Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.5, 5.6 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in or (iv) upon the Certificate consummation of Incorporationa Qualified SPAC Transaction, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Affinia Therapeutics Inc.), Investors’ Rights Agreement (Affinia Therapeutics Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Care.com Inc), Investors’ Rights Agreement (Care.com Inc)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, (iv) immediately before the consummation of the Qualified Form 10 Transaction, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Flex Pharma, Inc.), Investors’ Rights Agreement (Flex Pharma, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.7 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Jaguar Animal Health, Inc.), Investors’ Rights Agreement (Jaguar Animal Health, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Registration and Other Rights Agreement (Live Oak Bancshares, Inc.), Registration and Other Rights Agreement (Live Oak Bancshares, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Articles, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Wave Life Sciences Pte LTD)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.75.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationIncorporation (as may be amended from time to time), whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.), Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.66, 5.77, 5.88, and 5.75.99, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Nuvalent, Inc.), Investors’ Rights Agreement (Nuvalent, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Subsection 5.7 and 5.7Subsection 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon immediately before a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Kaleido Biosciences, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Section 5.7, shall terminate and be of no further farther force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, Event or Sale Transaction (as such term is defined in the Certificate of Incorporation, whichever event occurs firstRestated LLC Agreement.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Gigamon LLC)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (iiIPO,(ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Codex DNA, Inc.), Investors’ Rights Agreement (Codex DNA, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate Charter, or (iv) upon the closing of Incorporationa Stock Sale, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Yext, Inc.), Investors’ Rights Agreement (Yext, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Sections 5.6, 5.8 and 5.75.10, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPO, a QPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Maze Therapeutics, Inc.), Investors’ Rights Agreement (Maze Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.75.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPOa QPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange ActAct with its Common Stock listed on the NYSE or NASDAQ, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Magenta Therapeutics, Inc.), Investors’ Rights Agreement (Magenta Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first; provided that the reimbursement obligations set forth in Sections 5.2 and 5.3 shall survive.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (ElectroCore, LLC)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect upon the earliest of (ia) immediately before prior to the consummation of the IPOIPO or a SPAC Transaction, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or and (iiic) upon the closing of a Deemed Liquidation Event, as such term is defined Event where proceeds are distributed in accordance with Section 2.1 and 2.2 of Article (IV)(C) of the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Fractyl Health, Inc.), Investors’ Rights Agreement (Fractyl Health, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) IPO or when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Syros Pharmaceuticals, Inc.), Investors’ Rights Agreement (Syros Pharmaceuticals, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Sections 5.5, 5.6, and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Passage BIO, Inc.), Investors’ Rights Agreement (Passage BIO, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.75.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the an IPO, ; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, ; or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Fulcrum Therapeutics, Inc.), Investors’ Rights Agreement (Fulcrum Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 55 (other than Sections 5.6, except for Subsections 5.6 5.7 and 5.7, 5.10) shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO that results in the conversion of all outstanding Preferred Stock to Common Stock, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or and (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Cue Health Inc.), Investors’ Rights Agreement (Cue Health Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Lantern Pharma Inc.), Investors’ Rights Agreement (Lantern Pharma Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.7, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, in which all of the Preferred Stock is converted into Common Stock, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Instil Bio, Inc.), Investors’ Rights Agreement (Instil Bio, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.6, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the IPOa Qualified Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in the Certificate of IncorporationRestated Certificate) pursuant to which the Investors receive cash and/or marketable securities, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Zendesk, Inc.), Investors’ Rights Agreement (Zendesk, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 7 (other than Section 7.6 and 5.7, this Section 7.11) shall terminate and be of no further force or effect upon (ia) immediately before the consummation of the Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiib) upon the consummation of a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationCompany’s Articles, whichever event occurs firstshall first occur.

Appears in 2 contracts

Samples: Shareholders Agreement (JIAYUAN.COM International LTD), Shareholders Agreement (JIAYUAN.COM International LTD)

Termination of Covenants. (a) The covenants set forth in this Sections 2.1 through Section 5, except for Subsections 5.6 and 5.7, 2.5 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act, or (iii) upon the consummation of a Deemed Liquidation Event, Transaction (as such term is defined in the Certificate Restated Certificate) or (iv) upon termination of Incorporationthe Agreement, whichever event occurs firstas provided in Section 3.1.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Tintri, Inc.), Investors’ Rights Agreement (Tintri, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Sections 5.7 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Editas Medicine, Inc.), Investors’ Rights Agreement (Editas Medicine, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Section 5.5 and Section 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationCertificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Eleison Pharmaceuticals Inc), Investors’ Rights Agreement (Eleison Pharmaceuticals Inc)

Termination of Covenants. The covenants set forth in this Section 5, 5 (except for Subsections 5.6 and 5.7, Subsection 5.15) shall terminate on, and be of no further force or effect at such time as the Company (i) immediately before consummates the consummation initial public offering of the IPO, Company or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) provisions of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Syndax Pharmaceuticals Inc)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationTrue Sale, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Bandwidth Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Section 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Kyverna Therapeutics, Inc.), Investors’ Rights Agreement (Kyverna Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 Sections 5.5, 5.6, 5.7 and 5.7, 5.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Sensei Biotherapeutics, Inc.), Investors' Rights Agreement (Sensei Biotherapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Subsection 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Stockholders Agreement (Finch Therapeutics Group, Inc.), Stockholders Agreement (Finch Therapeutics Group, Inc.)

Termination of Covenants. The covenants set forth in this Section 56, except for Subsections 5.6 Subsection 6.4, 6.5, 6.6 and 5.76.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a distribution of the proceeds of a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationRestated Certificate, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 and 5.75.8, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the an IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation EventSale of the Company, as such term is defined in the Certificate of IncorporationStockholders Agreement, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (MyoKardia Inc)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5 shall terminate and be of no further force or effect upon the earliest of (ia) immediately before the consummation of the IPO, Company’s IPO (iias defined in the Charter) when in which the Investors convert their shares of Series B Preferred Stock of the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) into Common Stock of the Exchange Act, Company or (iiib) upon a Deemed Liquidation Event, as such term is currently defined in the Certificate of IncorporationCompany’s Charter (excluding from such definition, whichever event occurs firsthowever, an Asset Sale).

Appears in 2 contracts

Samples: Investors' Rights Agreement, Investors’ Rights Agreement (Newegg Inc)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.5 and 5.75.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors' Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush Holdings, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOearliest to occur of (A) the IPO or (B) a SPAC Transaction, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.or

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Caribou Biosciences, Inc.)

Termination of Covenants. The covenants set forth in this Section 54, except for Subsections 5.6 4.5, 4.7 and 5.7, 4.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.. Table of Contents

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Section 5.3, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation EventLiquidation, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investors’ Rights Agreement (Angie's List, Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOa Qualified Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or the outstanding capital stock of the Company is exchanged for shares that are registered under the Exchange Act, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Foghorn Therapeutics Inc.), Investors’ Rights Agreement (Foghorn Therapeutics Inc.)

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.75.6, through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Homology Medicines, Inc.), Investors’ Rights Agreement (Homology Medicines, Inc.)