Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 11 contracts
Samples: Contribution and Exchange Agreement (RiverRoad Capital Partners, LLC), Contribution and Exchange Agreement (Steinberg Michael), Contribution and Exchange Agreement (Sagrera Ricardo A.)
Termination of Covenants. The covenants set forth in this Section 5, except for 7 (other than Section 5.6, 7.7) shall terminate and be of no further force or effect upon (ia) immediately before the consummation of a Qualified IPO, or (b) upon the IPO or the closing consummation of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstshall first occur.
Appears in 7 contracts
Samples: Shareholder Agreements, Series C Preferred Share Purchase Agreement (Momo Inc.), Shareholders Agreement (Momo Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 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 closing of a SPAC Transaction Exchange Act, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 7 contracts
Samples: Investors’ Rights Agreement (Trevi Therapeutics, Inc.), Investors’ Rights Agreement (Kindara, Inc.), Preferred Stock Purchase Agreement (Ovid Therapeutics Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 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 closing of a SPAC Transaction Exchange Act, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (KnowBe4, Inc.), Investors’ Rights Agreement (KnowBe4, Inc.), Investors’ Rights Agreement (C4 Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsection 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 closing of a SPAC Transaction Exchange Act, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 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 closing of a SPAC Transaction Exchange Act, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 6 contracts
Samples: Investors' Rights Agreement (Sequoia Vaccines, Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.5, 5.6, 5.7 and 5.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon the consummation of a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstQualified Public Offering.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Super League Gaming, Inc.), Investors’ Rights Agreement (Super League Gaming, Inc.), Investors’ Rights Agreement (Super League Gaming, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Qualified Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Oncobiologics, Inc.), Investors’ Rights Agreement (Oncobiologics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateAmended Articles, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (DAVIDsTEA Inc.), Investors’ Rights Agreement (DAVIDsTEA Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.9, 5.11 and 5.14, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified IPO, or (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateArticles, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (BeiGene, Ltd.), Investors’ Rights Agreement (BeiGene, Ltd.)
Termination of Covenants. The covenants set forth in this Section 56, except for Section 5.6Subsections 6.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Morphic Holding, Inc.), Investors' Rights Agreement (Morphic Holding, Inc.), Investors’ Rights Agreement (Morphic Holding, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.610, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Mineralys Therapeutics, Inc.), Investors’ Rights Agreement (Mineralys Therapeutics, Inc.), Investors’ Rights Agreement (Mineralys Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.7, shall terminate and be of no further force or effect upon (ia) immediately before the consummation of a Qualifying Public Offering (as defined in the IPO or the closing of a SPAC Transaction Restated Certificate), or (iib) upon a Deemed Liquidation Event, Event (as such term is defined in the Restated Certificate) other than a Deemed Liquidation Event pursuant to Article Fourth, Section C(3)(e)(i)(B) of the Restated Certificate, whichever event occurs firstshall first occur.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Carbon Black, Inc.), Investor Rights Agreement (Carbon Black, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.9 and 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction QIPO; or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 6 shall terminate upon and be of no further force or and effect after the earliest to occur of: (ia) immediately before the closing of the Company’s Initial Public Offering and (b) the consummation of the IPO a Liquidation Event or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or IPO, (ii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate, (iii) upon the closing of any other Sale of the Company (as defined in the Voting Agreement) whichever event occurs first, or (iv) upon the liquidation of the Company.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Allena Pharmaceuticals, Inc.), Investors’ Rights Agreement (Allena Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Ra Pharmaceuticals, Inc.), Investors’ Rights Agreement (Ra Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.5 and 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstIPO.
Appears in 2 contracts
Samples: Investor Rights Agreement (Actuate Therapeutics, Inc.), Investor Rights Agreement (Actuate Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.6 or 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or IPO; (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation; or (iii) upon the consummation of a SPAC Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CARGO Therapeutics, Inc.), Investors’ Rights Agreement (CARGO Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5Sections 5.2, except for Section 5.6, 5.3 and 5.9 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany's Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Cerecor Inc.), Investors' Rights Agreement (Cerecor Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.2, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified Public Offering, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lulu's Fashion Lounge Holdings, Inc.), Investors’ Rights Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.10 and 5.11, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction QIPO; or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Longboard Pharmaceuticals, Inc.), Investors' Rights Agreement (Longboard Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 56 (other than Section 6.1, except for Section 5.6, 6.6 and Section 6.8) shall terminate and be of no further force or effect upon (ia) immediately before the consummation of Qualified IPO, or (b) upon the IPO or the closing consummation of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Articles, whichever event occurs firstshall first occur.
Appears in 2 contracts
Samples: Preferred Share Purchase Agreement, Preferred Share Purchase Agreement (JIAYUAN.COM International LTD)
Termination of Covenants. The covenants set forth in this Section 5, 5 (except for Section 5.6), shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Olo Inc.), Investors’ Rights Agreement (Olo Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for 5.1 (other than Section 5.6, 5.1(i)) shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction an IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Stockholders' Agreement, Stockholders Agreement (G1 Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.6 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (ArriVent Biopharma, Inc.), Investors’ Rights Agreement (ArriVent Biopharma, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Sections 5.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Feel the World, Inc.), Investors’ Rights Agreement (Taysha Gene Therapies, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.7, and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined Change in the Restated CertificateControl, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Deciphera Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for 7 (other than Section 5.6, 7.3) shall terminate and be of no further force or effect (i) immediately before prior to the consummation of the IPO or the closing of (a) a SPAC Transaction Qualified IPO; or (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstshall first occur.
Appears in 2 contracts
Samples: Investors' Rights Agreement, Investors' Rights Agreement (YY Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.8 and5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstIPO.
Appears in 2 contracts
Samples: Investor Rights Agreement (DeepPower, Inc.), Investor Rights Agreement (CancerVAX, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.5 and 5.6, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.), Investors’ Rights Agreement (Praxis Precision Medicines, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCharter, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Proteon Therapeutics Inc), Investors’ Rights Agreement (Proteon Therapeutics Inc)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstIPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (M&m Media, Inc.), Investors’ Rights Agreement (M&m Media, Inc.)
Termination of Covenants. The covenants set forth in this Section 54, except for Section 5.64.3, shall terminate and be of no further force or effect (i) immediately before the upon consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Spring Street Partners Lp), Investors’ Rights Agreement (Diligent Board Member Services, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (89bio, Inc.), Investors’ Rights Agreement
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO or the closing of a SPAC Transaction or (ii) upon a Liquidation Event or a Deemed Liquidation Event, as each such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cloudflare, Inc.), Investors’ Rights Agreement (Cloudflare, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.2 through 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Grail, Inc.), Investors’ Rights Agreement (Grail, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, 5 (except for Section 5.65.9 hereof, which shall terminate in accordance with Section 5.9(g)) 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 or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Ayala Pharmaceuticals, Inc.), Investors’ Rights Agreement (Ayala Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.5 , 5.8 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or IPO, (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lexeo Therapeutics, Inc.), Investors’ Rights Agreement (Lexeo Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section Article 5, except for Section 5.65.1 and Section 5.4(b), shall terminate and be of no further force or effect upon the earlier to occur of: (ia) immediately before the consummation of the IPO or the closing of a SPAC Transaction Change in Control of Company; and (b) the date that Investor no longer owns, beneficially or (ii) upon a Deemed Liquidation Eventof record, as such term is defined in the Restated Certificate, whichever event occurs firstany Registrable Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (NCR Corp), Investor Rights Agreement (Document Capture Technologies, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified Public Offering or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.), Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or Qualified Public Offering; (ii) the Trading Date and (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (OvaScience, Inc.), Investors’ Rights Agreement (OvaScience, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO; or (ii) upon a Deemed Liquidation Sale Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Spero Therapeutics, Inc.), Investors’ Rights Agreement (Spero Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.1, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, in which the proceeds are distributed in accordance with Article Four, Part B, Section 2 of the Company’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Rapid7 Inc)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Sections 5.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (AbSci Corp), Investors’ Rights Agreement (AbSci Corp)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.6 and Section 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.), Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or IPO, (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first; or (iii) with respect to any obligation to an Investor that is or becomes a Sanctioned Party, for so long as such Holder is a Sanctioned Party.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Bicara Therapeutics Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.4, shall terminate and be of no further force or effect (i) immediately before upon the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 1 contract
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 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 or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Candel Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force for or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Initial Offering, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
Appears in 1 contract
Samples: Investor Rights Agreement (BigCommerce Holdings, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Third Amended and Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (CoLucid Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.5 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aligos Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
Appears in 1 contract
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Termination of Covenants. The All of the covenants set forth in this Section 5, except for Section 5.6Subsections 5.7, 5.8 and 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Sections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, Event (as such term is defined in the Restated CertificateCertificate of Incorporation), whichever event occurs first.
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Samples: Preferred Stock Purchase Agreement (Ondas Holdings Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation EventEvent described in Article Fourth, as such term is defined in Part B, Section 2.3.1(a) of the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Gritstone Oncology, Inc.)
Termination of Covenants. The Except for the covenant set forth in Section 5.7, the covenants set forth in this Section 5, except for Section 5.6, 5 shall terminate and be of no further force or effect upon the earliest to occur of any of the following: (i) an agreement in writing by the Company, the Investor and the Key Holder; (ii) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified Public Offering or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstArticles.
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Samples: Investors' Rights Agreement (Duoyuan Global Water Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction an IPO, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.5 and 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 54, except for Section 5.64.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the an IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateArticles, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified Public Offering, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force or effect on the earlier of: (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or and (ii) upon immediately before any of the capital stock of the Company is listed on a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstnational securities exchange or trading system.
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Samples: Investors Rights Agreement (Tesseract Collective, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.10, shall terminate and be of no further force or effect (ia) immediately before the consummation of the Qualified IPO or the closing of a SPAC Transaction or (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Vera Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.1, 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateEvent (other than an Asset Sale), whichever event occurs first.
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Samples: Investors’ Rights Agreement (Bolt Biotherapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Alx Oncology Holdings Inc)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon the consummation of a Deemed Liquidation Event, as such term is defined and applied in the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Cytek BioSciences, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or Qualified IPO, (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation or (iii) upon the consummation of a Qualified SPAC Transaction, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstIPO.
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Samples: Investors’ Rights Agreement (AN2 Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsection 5.6, shall terminate and be of no further force or effect upon the earlier to occur of: (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstCompany’s Certificate of Incorporation.
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Samples: Investors’ Rights Agreement (Amylyx Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Pliant Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.7, 5.8 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateArticles of Incorporation, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, Event whichever event occurs first.
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Samples: Investors' Rights Agreement
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.7, shall terminate and be of no further force or effect upon the earlier of (ia) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified Public Offering or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation (as amended and/or restated from time to time), whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Life Spectacular, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Good Earth Organics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, Subsection 5.7 and 5.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, in which the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities, whichever event occurs first.
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Samples: Investors’ Rights Agreement (MBX Biosciences, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 5 shall terminate and be of no further force or effect upon (ia) immediately before the consummation of the a Qualified IPO or the closing of a SPAC Transaction or and (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstCharter.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsection 5.6, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.”
(f) Section 6.6 of the Investors’ Rights Agreement is hereby amended and restated in its entirety to read as follows:
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Samples: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the an IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Restated Certificate, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 5.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction an IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.8 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction Qualified Merger or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateTransaction, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Olema Pharmaceuticals, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsection 5.16, shall expire and terminate and be of no further force or effect (i) immediately before upon the consummation of the IPO a Qualified Public Offering or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, Event (as such term is defined in the Restated Certificate, whichever event occurs firstCompany’s Certificate of Incorporation.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstQualified IPO.
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Samples: Stock Purchase Agreement (Planet Technologies, Inc)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction IPO, or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the earlier to occur of the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Alto Neuroscience, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section Subsections 5.5 and 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, whichever event occurs first.
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Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.7, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO or the closing of a SPAC Transaction or IPO, (iib) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCertificate of Incorporation, or (c) a transfer of not less than 50% of the voting securities of the Company to one Person who is not an existing Holder in a single transaction, whichever event occurs first.
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Samples: Investors' Rights Agreement (Kiromic Biopharma, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.65.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs firstIPO.
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Samples: Investors’ Rights Agreement (Neos Therapeutics, Inc.)
Termination of Covenants. The covenants set forth in this Section 5, except for Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or the closing of a SPAC Transaction or (ii) upon a Deemed Liquidation Event, as such term is defined in the Restated CertificateCompany’s Certificate of Incorporation, and the distribution of proceeds to or escrow for the benefit of the Company’s stockholders in accordance with the Certificate of Incorporation , whichever event described in clauses (i) and (ii) occurs first.
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