Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROL").

Appears in 6 contracts

Samples: Investor Rights Agreement (Mp3 Com Inc), Investor Rights Agreement (Mp3 Com Inc), Investor Rights Agreement (Mp3 Com Inc)

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Termination of Covenants. All covenants of the Company contained ------------------------ in this Section 3 of this Agreement 4 shall expire and terminate as to each Investor and each Founder upon the earlier of of: (i) the effective date of the registration statement pertaining relating to the Initial Offering IPO, or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company Company, or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock securities immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROL")transaction.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Smartage Corp), Investors' Rights Agreement (Smartage Corp)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 3.8(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROLChange in Control").

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Mercata Inc), Rights Agreement (Mercata Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to statement, which results in the Initial Offering Preferred Stock being converted into Common Stock or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 3.19 shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROLChange in Control").

Appears in 2 contracts

Samples: Registration Rights Agreement (Branded Media CORP), Registration Rights Agreement (Branded Media CORP)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 2 contracts

Samples: Rights Agreement (Wireless Facilities Inc), Rights Agreement (F5 Networks Inc)

Termination of Covenants. All covenants covenants, except Section 3.9, of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 2 contracts

Samples: Investor Rights Agreement (Noosh Inc), Investor Rights Agreement (Noosh Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial a Qualified Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's ’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 3.12(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROL"“Change in Control”).

Appears in 2 contracts

Samples: Investor Rights Agreement (Veraz Networks, Inc.), Investor Rights Agreement (Veraz Networks, Inc.)

Termination of Covenants. All covenants of the Company contained in Section 3 4 of this Agreement shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the Initial Offering Offering, or (iib) upon (ai) the sale, lease or other disposition of all or substantially all of the assets of the Company or (bii) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 4.13(b)(ii) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROL").

Appears in 1 contract

Samples: Investor Rights Agreement (Blue Nile Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering Offering; or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 3.8(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROL").

Appears in 1 contract

Samples: Investor Rights Agreement (SGX Pharmaceuticals, Inc.)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement except Sections 3.2, 3.4 and 3.10 shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the a Qualified Public Initial Offering or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Investor Rights Agreement (Ask Jeeves Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor and Mr. Heap upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Rights Agreement (Homestead Com Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROL"); provided that this Section 3.13 (ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company.

Appears in 1 contract

Samples: Rights Agreement (Corillian Corp)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering Offering, or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 3.8(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Rights Agreement (Blue Martini Software Inc)

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Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, PROVIDED that this Section 3.16(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Investor Rights Agreement (Oculex Pharmaceuticals Inc /)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's ’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction; provided that this Section 3.5 shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROL"“Change in Control”).

Appears in 1 contract

Samples: Rights Agreement (NGTV)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROL")transaction.

Appears in 1 contract

Samples: Rights Agreement (National Information Consortium Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease lease, license or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Rights Agreement (Genoptix Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 4 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Rights Agreement (Digital Impact Inc /De/)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the Initial Offering or (iib) upon (ai) the sale, lease or other disposition acquisition of all or substantially all of the assets of the Company or (bii) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Investor Rights Agreement (Elitra Pharmaceuticals Inc)

Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction transaction, provided that this Section 3.9(ii)(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (each a "CHANGE IN CONTROLChange in Control").

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Gene Logic Inc)

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