Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. The covenant set forth in Subsection 4.2 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, whichever event occurs first.

Appears in 6 contracts

Samples: Investors’ Rights Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB)

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Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 6 contracts

Samples: Investors’ Rights Agreement (WhiteSmoke, Inc.), Investors’ Rights Agreement (WhiteSmoke, Inc.), Preferred Stock Purchase Agreement (WhiteSmoke, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 3.1 to 3.2 shall terminate and be of no further force or and effect after the closing of the earlier of (i) immediately before the consummation of the a Qualified IPO or (ii) when upon a Change of Control where the Holders receive in exchange for their shares of Registrable Securities cash or equity securities traded on a nationally recognized exchange. The covenants set forth in Section 3.1 and 3.2 shall also terminate and be of no further force and effect after the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) provisions of the Exchange Act, whichever event occurs first.

Appears in 6 contracts

Samples: Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.9 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO or an initial public offering, and (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 4 contracts

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

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to 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, whichever event occurs firsta Qualified IPO.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Enphase Energy, Inc.), Investors’ Rights Agreement (Enphase Energy, Inc.), Investors’ Rights Agreement (Northstar Neuroscience, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 8.1 through 8.5 shall terminate and be of no further force or effect on the earlier of: (i) immediately before the consummation of the IPO or an IPO, (ii) when any consolidation or merger involving the Company first becomes subject to which results in the periodic reporting requirements of Section 12(g) or 15(d) shareholders of the Exchange ActCompany immediately prior to such transaction failing to own (in substantially the same percentages) more than 50% of the voting power of the surviving corporation, whichever event occurs firstor (iii) the sale of all or substantially all assets of the Company.

Appears in 4 contracts

Samples: Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1, 2.2 and 2.4 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to 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, whichever event occurs firsta Qualified IPO.

Appears in 3 contracts

Samples: Rights Agreement, Rights Agreement (Nlight, Inc.), Rights Agreement (Nlight, Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 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 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, whichever event occurs firsta Qualified IPO.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (GameFly Inc.), Rights Agreement (ChemoCentryx, Inc.), Investors Rights Agreement (Techne Corp /Mn/)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 3.1 to 3.10 shall terminate and be of no further force or and effect after the closing of the earlier of (i) immediately before the consummation of the a Qualified IPO or (ii) when upon a Change of Control where the Holders receive in exchange for their shares of Registrable Securities cash or equity securities traded on a nationally recognized exchange. The covenants set forth in Section 3.1 and 3.2 shall also terminate and be of no further force and effect after the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) provisions of the Exchange Act, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect (i) immediately before after the consummation closing of the IPO Initial Public Offering or upon the closing of a Deemed Liquidation Event (ii) when as defined in the Restated Certificate of Incorporation), provided that in the case of a sale of substantially all assets, such termination shall occur only upon completion of the distribution of all proceeds of such sale to the stockholders of the Company first becomes subject to in accordance with the periodic reporting requirements Restated Certificate of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstIncorporation.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect after the earlier of (ia) immediately before the consummation of the IPO or Initial Public Offering, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstor (c) the occurrence of a Liquidation Event (as such term is defined in the Company’s Certificate of Incorporation).

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Principia Biopharma Inc.), Investors’ Rights Agreement (Principia Biopharma Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 3.1, 3.2, 3.3 and 3.4(a) shall terminate as to each Stockholder and be of no further force or effect effect, at the earlier of: (i) immediately before prior to the consummation of the IPO or a Qualified IPO, (ii) when upon termination of this Agreement, as provided in Section 4.1, and (iii) the Company first becomes becoming subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act, whichever event occurs first.

Appears in 3 contracts

Samples: Rights Agreement (Progenity, Inc.), Rights Agreement (Progenity, Inc.), Rights Agreement (Progenity, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 2 (other than Sections 2.2 and 2.6) shall terminate and be of no further force or and effect upon the earlier to occur of (i) immediately before the consummation of the IPO a Qualified Public Offering or (ii) when a Liquidation Event as defined in Article V of the Company’s Certificate of Incorporation. Notwithstanding the forgoing, the covenants set forth in Section 2.1 will terminate on the first date on which the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstAct of 1934.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Restoration Robotics Inc), Investors’ Rights Agreement (Restoration Robotics Inc)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.10 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.), Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.), Investors’ Rights Agreement (Telegent Systems, Inc)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 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 IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Proteinsimple), Adoption Agreement (Wind Power Holdings Inc), Investors' Rights Agreement (Limelight Networks, Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.6 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 3 contracts

Samples: Rights Agreement (Cyan Inc), Rights Agreement (Cyan Inc), Investors’ Rights Agreement (Acelrx Pharmaceuticals Inc)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.9 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 3 contracts

Samples: Rights Agreement (Mobile Iron, Inc.), Rights Agreement (Mobile Iron, Inc.), Rights Agreement (BrightSource Energy Inc)

Termination of Covenants. The covenant covenants and rights set forth in Subsection 4.2 Sections 4.1 and 4.4 shall terminate and be of no further force or effect (i) immediately before after the consummation earlier of the IPO or (ii) when date upon which the first registration statement filed by the Company first under the Securities Act in connection with the firm commitment underwritten public offering of its securities becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Acteffective, whichever event occurs firstwhich offering has closed.

Appears in 2 contracts

Samples: Investor Rights Agreement (Aderis Pharmaceuticals Inc), Investor Rights Agreement (Aderis Pharmaceuticals Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 8.1 through 8.6 shall terminate and be of no further force or effect on the earlier of: (i) immediately before the consummation of the IPO or an IPO, (ii) when any consolidation or merger involving the Company first becomes subject to which results in the periodic reporting requirements of Section 12(g) or 15(d) shareholders of the Exchange ActCompany immediately prior to such transaction failing to own (in substantially the same percentages) more than 50% of the voting power of the surviving corporation, whichever event occurs firstor (iii) the sale of all or substantially all assets of the Company.

Appears in 2 contracts

Samples: Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or effect after the earlier of (i) immediately before the consummation of the IPO or (ii) when date on which the Company first becomes subject is required to file reports with the periodic reporting requirements of Commission pursuant to Section 12(g) 13 or 15(d) of the Exchange ActAct and (ii) the occurrence of any of the events specified in Section 2.3 hereof; provided, whichever event occurs firstthat the covenants set forth in Section 3.6 shall not terminate so long as any Major Investor’s designee serves on the Board.

Appears in 2 contracts

Samples: Rights Agreement (Complete Genomics Inc), Investor Rights Agreement (Complete Genomics Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 3.1 shall terminate as to each Holder and be of no further force or and effect at the time the Holders (i) immediately before the consummation and their assignees, provided that such assignee is an affiliate of the IPO or (iiInvestors) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstno longer hold any Registrable Securities.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (KFX Inc), Common Stock and Warrant Purchase Agreement (KFX Inc)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Section 3.1 through Section 3.3, Section 3.10 through Section 3.13 shall terminate as to each Holder and be of no further force or effect on the earlier to occur of (i) immediately before the consummation effective date of the a Qualified IPO or and (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) effective date of the Exchange Act, whichever event occurs firsttermination of the Agreement pursuant to Section 4.1 hereof.

Appears in 2 contracts

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

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through 2.12 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 2 contracts

Samples: Rights Agreement (Cardiodx Inc), Rights Agreement (Cardiodx Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or effect immediately prior to (i) immediately before the consummation sale of securities pursuant to a registration statement filed by the IPO or Company under the Securities Act in connection with a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange ActAct or (iii) no shares of Preferred Stock or Conversion Common Stock remain outstanding, whichever event occurs firstshall first occur.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Intuity Medical, Inc.), Investors’ Rights Agreement (Intuity Medical, Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 sections 3.1 and 3.2 shall terminate as to each Holder and be of no further force or and effect (i) immediately before at the consummation of time 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, whichever event occurs firstHolders no longer hold any Registrable Securities.

Appears in 2 contracts

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

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 2.1 and Section 2.2 above shall terminate as to each Holder and be of no further force or effect on the earlier of (ia) immediately before prior to the consummation of the an IPO or (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act, whichever event occurs first.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Mobility Electronics Inc), Rights Agreement (Mobility Electronics Inc)

Termination of Covenants. (i) The covenant covenants set forth in Subsection 4.2 Sections 2.1 and 2.2 shall terminate as to each Investor and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (DermTech International), Investors’ Rights Agreement (DermTech International)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 sections 3.1 and 3.3 shall terminate as to each Holder and be of no further force or and effect (i) immediately before at the consummation of time 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, whichever event occurs firstHolders no longer hold any Registrable Securities.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Westcliff Capital Management LLC/Ca), Investors’ Rights Agreement (KFX Inc)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.9 (other than Section 2.8 and 2.9 with regards to any expenses incurred prior to termination) 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 or (ii) when the Company first becomes subject to the periodic reporting requirements upon termination of this Agreement, as provided in Section 12(g) or 15(d) of the Exchange Act, whichever event occurs first3.1.

Appears in 2 contracts

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

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 sections 3.1 and 3.2 shall terminate as to each Holder and be of no further force or and effect (i) immediately before at the consummation time the Holders no longer hold any Registrable Securities. The agreements, covenants, licenses and other rights set forth in sections 3.3 through 3.8 may be terminated only with the written consent of all 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, whichever event occurs firstparties hereto.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Westcliff Capital Management LLC/Ca), Investors' Rights Agreement (Westcliff Capital Management LLC/Ca)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect immediately before the earlier of (i) immediately before the consummation closing of the Company's Qualified IPO or (ii) when the Company first becomes subject to the periodic reporting requirements a Change of Section 12(g) Control, or 15(d) of the Exchange Act, whichever event occurs first.if otherwise prohibited by applicable state or federal securities laws

Appears in 1 contract

Samples: Investors' Rights Agreement (Xtent Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 2.1, Section 2.2 and Section 2.3 shall terminate as to each Holder and be of no further force or effect on the earlier of (ia) immediately before prior to the consummation of the an IPO or (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act, whichever event occurs first.

Appears in 1 contract

Samples: Rights Agreement (Stamps Com Inc)

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Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect (i) immediately before after the consummation closing of the IPO Company’s Initial Public Offering or upon the closing of a Deemed Liquidation Event (ii) when as defined in the Company’s Certificate of Incorporation), provided that in the case of a sale of substantially all assets, such termination shall occur only upon completion of the distribution of all proceeds of such sale to the stockholders of the Company first becomes subject to in accordance with the periodic reporting requirements Certificate of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstIncorporation.

Appears in 1 contract

Samples: Rights Agreement (American Well Corp)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 2.1 through 2.10 shall terminate and be of no further force or effect (i) immediately before upon the consummation of the IPO or (ii) when sale of securities pursuant to a registration statement filed by the Company first becomes subject under the Act in connection with a firm commitment underwritten offering of its securities to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstgeneral public.

Appears in 1 contract

Samples: Investor Rights Agreement (Medicalogic Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 3.1, 3.2, 3.3 and 3.4 shall terminate and be of no further force or and effect upon the earlier to occur of (ia) immediately before the consummation of the Qualified IPO or (iib) when upon any merger or consolidation of the Company first becomes subject to with any other corporation in which the periodic reporting requirements of Section 12(g) or 15(d) shareholders of the Exchange Act, whichever event occurs firstCompany immediately prior to such transaction shall own less than 50% of the voting securities of the surviving corporation.

Appears in 1 contract

Samples: Rights Agreement (ShoreTel Inc)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.5 shall terminate as to each Investor and Techne and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) when at such time the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) provisions of the Securities and Exchange ActAct of 1934, whichever event occurs firstas amended.

Appears in 1 contract

Samples: Investors Rights Agreement (Techne Corp /Mn/)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 subsections 3.1 through 3.6 shall terminate and be of no further force or and effect upon the earlier to occur of (ia) immediately before the consummation closing of the IPO or (iib) when upon any merger or consolidation of the Company first becomes subject with any other corporation in which the shareholders of the Company immediately prior to the periodic reporting requirements of Section 12(g) or 15(dsuch transaction shall own less than fifty percent (50%) of the Exchange Actvoting securities of the surviving corporation, whichever event occurs firstprovided that the Company's shareholders receive cash and/or publicly traded securities as consideration in such merger or consolidation.

Appears in 1 contract

Samples: Rights Agreement (Internetconnect Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 3.1, 3.3 and 3.4 shall terminate and be of no further force or effect upon the earlier to occur of (ia) immediately before the consummation of the IPO IPO; (b) the consummation of a Liquidation as defined in the Company’s Restated Certificate of Incorporation; or (iic) when the date on which the Company first becomes subject is required to file reports with the periodic reporting requirements of Commission pursuant to Section 12(g) 13 or 15(d) of the Exchange Act, whichever event occurs first.

Appears in 1 contract

Samples: Investor Rights Agreement (Intersect ENT, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 3.1 shall terminate and be of no further force or and effect after the earlier of: (ia) immediately before the Initial Public Offering; and (b) the occurrence of a Liquidation Event, except that such covenants shall not terminate upon the consummation of a sale of all or substantially all of the IPO assets of the Company; provided, however, that this Agreement may be terminated after such sale of all or (ii) when substantially all of the assets of the Company first becomes subject to upon the periodic reporting requirements of Section 12(g) or 15(d) consent of the Exchange Act, whichever event occurs firstRequisite Holders.

Appears in 1 contract

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

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3, in accordance with Section 4.15, shall terminate on, and be of no further force or effect at such time as the Company (i) immediately before the consummation of the consummates an IPO 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, whichever event occurs first.

Appears in 1 contract

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

Termination of Covenants. The covenant Unless no longer applicable in accordance with the terms of such Section at an earlier date, the covenants set forth in Subsection 4.2 Section 3.01 shall in any event terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the sale of securities pursuant to a registration statement filed by the Company first becomes subject to under the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstSecurities Act in connection with a Public Offering is consummated.

Appears in 1 contract

Samples: Investor Rights Agreement (Osiris Therapeutics, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 3.1 shall terminate and be of no further force or effect (i) subject to and immediately before the consummation of the Qualified IPO or (ii) when as defined in the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstPurchase Agreement).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Access Industries Holdings LLC)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) upon termination of the Agreement pursuant to Section 3.1. In addition, the covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act, whichever event occurs first.

Appears in 1 contract

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

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect upon the earlier of (i) immediately before the consummation closing of an Initial Public Offering or at the IPO or (ii) time when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) provisions of the Exchange Security Act, whichever event occurs first(ii) a Liquidation Event in which the Investors receive cash or publicly traded securities or (iii) upon termination of this Agreement pursuant to Section 5.13.

Appears in 1 contract

Samples: Investor Rights Agreement (Oyster Point Pharma, Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.6, and Section 2.8 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the IPO an Initial Public Offering, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Docusign Inc)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect after the earlier to occur of (i) immediately before the consummation closing of the IPO or Company’s Initial Public Offering and (ii) when a Liquidation Event in which the Company first becomes holders of Preferred Stock receive cash or securities of a company subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs first.

Appears in 1 contract

Samples: Investor Rights Agreement (ShockWave Medical, Inc.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 3.1 to 3.12 shall terminate and be of no further force or effect immediately prior to the earliest of: (ia) immediately before the consummation effectiveness of an IPO; (b) the IPO or effectiveness of a Deemed Liquidation Event; and (iic) when with respect to Section 3.1 only, the date on which the Company first becomes subject is required to file reports with the periodic reporting requirements of Commission pursuant to Section 12(g) 13 or Section 15(d) of the Exchange Act, whichever event occurs first.

Appears in 1 contract

Samples: Members Agreement (Sagent Holding Co.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 3.1 and Section 3.4 shall terminate and be of no further force or and effect after the earlier of: (ia) immediately before the Initial Public Offering; and (b) the occurrence of a Liquidation Event, except that such covenants shall not terminate upon the consummation of a sale of all or substantially all of the IPO assets of the Company; provided, however, that this Agreement may be terminated after such sale of all or (ii) when substantially all of the assets of the Company first becomes subject to upon the periodic reporting requirements of Section 12(g) or 15(d) consent of the Exchange Act, whichever event occurs firstPreferred Majority.

Appears in 1 contract

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

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 2.1, 2.2, 2.3 and 2.4 shall terminate on and be of no further force or effect upon the earlier of (i) immediately before the consummation closing of the IPO or a Qualified Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) effective time of the Company’s registration under Section 12 or Section 15 under the Exchange Act, whichever event occurs firstAct or (iii) a Liquidation Event as defined by the Company’s Articles of Incorporation as in effect at such time.

Appears in 1 contract

Samples: Shareholder Rights Agreement (3PAR Inc.)

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.4 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of an Qualified Public Offering (as defined in the IPO Restated Certificate), or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 1 contract

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

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 and 2.2 shall terminate as to each Investor and be of no further force or effect (i) immediately before prior to the consummation of the IPO an initial public offering, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Section 3.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Constellation Alpha Capital Corp.)

Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or and effect (i) immediately before upon the consummation earlier to occur of the IPO following: (a) the closing of the Company’s Qualified IPO; and (b) a liquidation, dissolution or (ii) when winding-up of the Company first becomes subject to (as defined in the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event occurs firstRestated Certificate).

Appears in 1 contract

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

Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Subsections 3.1 through 3.3 shall terminate as to each Stockholder and be of no further force or effect (i) immediately before prior to the consummation of the IPO a Qualified Offering, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) upon termination of the Exchange ActAgreement, whichever event occurs firstas provided in Subsection 4.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement

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