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: Share Purchase Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB)
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: Series C Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.), 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 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. The covenant covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or effect (ia) immediately before the consummation of the upon a Qualified IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange Act, whichever event occurs firstshall first occur, or (b) with respect to the covenants set forth in Section 3.2, as to any Holder, or transferee or assignee of such Holder, who is deemed by the Board of Directors of the Company to be a competitor or potential competitor of the Company.
Appears in 3 contracts
Samples: Series D Preferred Stock Purchase Agreement (Niku Corp), Series C Preferred Stock Purchase Agreement (Niku Corp), Investor Rights Agreement (Niku Corp)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or IPO, (ii) when the Company first becomes subject to tot the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange 1934 Act, or (iii) the merger of consolidation of the Company with or into another entity or the sale of substantially all of its assets or a majority of its capital stock, whichever event occurs firstshall first occur.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Tandem Diabetes Care Inc), Investors’ Rights Agreement (Tandem Diabetes Care Inc)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 9, shall terminate and be of no further force or effect upon (ia) immediately before the consummation of the IPO IPO, or (iib) when the Company first becomes becoming subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange Act, whichever event occurs firstshall first occur.
Appears in 3 contracts
Samples: Stockholders’ Agreement (Acorn Energy, Inc.), Stockholders' Agreement (Acorn Energy, Inc.), Stockholders’ Agreement (Acorn Energy, Inc.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 3.1 through 3.4 shall terminate on, and be of no further force or effect (i) immediately before after the consummation earliest of the IPO or following:
(iia) 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; or
(b) the date of the closing of any Liquidation Event.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Omneon Video Networks, Inc.), Investor Rights Agreement (Omneon Video Networks, Inc.)
Termination of Covenants. The covenant set forth covenants of the Company contained in Subsection 4.2 Sections 4.1 through 4.8 shall terminate terminate, and be of no further force or effect effect, upon (i) immediately before the consummation effective date of a registration statement filed by the IPO Company under the Securities Act, covering the Initial Public Offering, or (ii) when upon a sale of the Company first becomes subject to by merger in which the periodic reporting requirements of Section 12(g) or 15(d) shareholders of the Exchange ActCompany in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor), whichever event occurs first.or (iii) for the covenants in
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Arsanis, Inc.), Investors’ Rights Agreement (Arsanis, 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: Registration Rights Agreement (Complete Genomics Inc), Investor Rights Agreement (Complete Genomics Inc)
Termination of Covenants. The covenant covenants of the Company set forth in Subsection 4.2 Sections 2, 3, 4, and 5 shall terminate be terminated and be of no further force or effect (i) immediately before prior to the consummation closing of the IPO or (ii) when first public offering of the Common Stock of the Company first becomes subject that is effected pursuant to a Registration Statement filed with, and declared effective by, the periodic reporting requirements of Section 12(g) or 15(d) of Commission under the Exchange Securities Act, whichever event occurs first.
Appears in 2 contracts
Samples: Information and Registration Rights Agreement (Nextest Systems Corp), Information and Registration Rights Agreement (Nextest Systems Corp)
Termination of Covenants. The covenant covenants set forth in this Section 3, except for Subsection 4.2 3.1, 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 firstor (iii) upon a Change of Control.
Appears in 2 contracts
Samples: Registration Rights Agreement (Addex Therapeutics Ltd.), Registration Rights Agreement (Addex Therapeutics Ltd.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 2 shall terminate and be of no further force or effect immediately prior to the earliest of: (i) immediately before the consummation effectiveness of the IPO registration statement for an IPO; or (ii) when the Company first becomes subject to the periodic reporting requirements effectiveness of Section 12(g) or 15(d) a Change of the Exchange Act, whichever event occurs firstControl.
Appears in 2 contracts
Samples: Members Agreement (Credo Technology Group Holding LTD), Members Agreement (Credo Technology Group Holding LTD)
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), Investor's Rights Agreement (Mobility Electronics 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 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.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs firstearlier than the events described in Section 2.6(a) above.
Appears in 2 contracts
Samples: Investors Rights Agreement (ChemoCentryx, Inc.), Investors Rights Agreement (Techne Corp /Mn/)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) subject to and immediately before the consummation of the 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 firstAmended AOA).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (PolyPid Ltd.), Investors’ Rights Agreement (PolyPid Ltd.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 2.01 shall terminate and be of no further force or and effect (i) immediately before the consummation of the IPO or Company's Initial Public Offering, (ii) when upon the liquidation or dissolution of the Company first becomes subject or any transaction deemed to be a liquidation, dissolution or winding up of the Company pursuant to the periodic reporting requirements Company's Certificate of Section 12(gIncorporation, or (iii) or 15(dupon the written consent of the Investors holding more than fifty percent (50%) of the Exchange Actthen outstanding Common Shares, whichever event occurs first.
Appears in 2 contracts
Samples: Shareholder Agreement, Shareholder Agreements
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 8.1 and 8.2 shall terminate and be of no further force or effect (i) immediately before upon the consummation of the a Qualifying IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(gsection 13(a) or 15(d) of the Exchange Act, whichever event occurs firstshall first occur.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Software Net Corp), Series C Preferred Stock Purchase Agreement (Software Net 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 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 Act, whichever event occurs firstAct and (ii) the occurrence of any of the events specified in Section 2.3 hereof.
Appears in 2 contracts
Samples: Investor Rights Agreement (Fate Therapeutics Inc), Investor Rights Agreement (Fate Therapeutics Inc)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or an IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Galecto Inc.), Investors’ Rights Agreement (Galecto Inc.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) subject to and 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 firstIPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (PolyPid Ltd.), Investors’ Rights Agreement (PolyPid Ltd.)
Termination of Covenants. The covenant covenants set forth in this Section 4, except for Subsection 4.2 4.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Memorandum and Articles, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Termination of Covenants. The covenant Except as provided herein, the covenants set forth in Subsection 4.2 this Section 3 shall terminate and be of no further force or effect immediately prior to the earlier to occur of: (ia) immediately before the consummation of the an IPO or (iib) when an Acquisition. Notwithstanding the forgoing sentence, the covenants set forth in Sections 3.1 and 3.2 hereof will terminate immediately prior to the earliest to occur of: (x) an IPO, (y) the time that 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 firstor (z) an Acquisition.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (IDEAYA Biosciences, Inc.), Investors’ Rights Agreement (Ideaya Biosciences, Inc.)
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 on the earliest of (i) immediately before prior to the consummation of the IPO a Qualified IPO, or (ii) upon termination of the entire Agreement upon a change in control of the Company, as provided in Section 4.1, (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange ActAct or (iv) upon a liquidation, whichever event occurs firstdissolution or winding up of the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)
Termination of Covenants. The covenant set forth in Subsection 4.2 Section 5.1, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or a Liquidation Event 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 2 contracts
Samples: Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Backblaze, 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: Series B Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.), Series B Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.)
Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.6 shall terminate 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, as provided in Section 3.1.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate 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 if this occurs firstearlier than the events described in Section 2.6(a) above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Trade Desk, Inc.), Investors’ Rights Agreement (Trade Desk, Inc.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 2.1 through Section 2.5 shall terminate and be of no further force or effect upon the earliest of (ia) immediately before the consummation of a Qualified IPO, (b) immediately before a Liquidation Transaction, (c) the IPO first anniversary of a Reverse Merger, or (iid) when the Company first Corporation again becomes subject (after the filing of its 2017 Form 10-K) 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: Investor Rights Agreement (KonaRed Corp), Investor Rights Agreement (Willsey Gregory Thomas)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 5.1 through 5.4 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, 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 effect (ia) immediately before prior to the consummation of the IPO or an IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange ActAct or (c) upon termination of this Agreement, as provided in Section 4.2, whichever event occurs firstis the earliest to occur.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical Inc)
Termination of Covenants. The covenant covenants of the Company set forth in Subsection 4.2 this Sections 2, other than with respect to Section 2.3, shall terminate be terminated and be of no further force or effect upon the earlier of (ia) immediately before prior to the consummation of the IPO Qualified Public Offering and (b) the date when no shares of Registrable Securities 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 firstConvertible Securities shall be outstanding.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (GLAUKOS Corp), Investors’ Rights Agreement (GLAUKOS Corp)
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.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs firstearlier than the events described in Section 2.11(a) above.
Appears in 1 contract
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 5.1, shall terminate and be of no further force or effect (ia) immediately before when the consummation Investor ceases to have an Ownership Percentage of at least five percent (5%); (b) upon the closing of a Sale of the IPO Company or (iic) when upon the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) dissolution of the Exchange ActCompany, whichever event occurs first.
Appears in 1 contract
Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through 2.8 shall terminate as to each Holder and be of no further force or effect (i) immediately before upon the consummation of the IPO a Qualified IPO.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs firstearlier than a Qualified IPO.
Appears in 1 contract
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 on the earliest of (i) immediately before prior to the consummation of the IPO a Qualified Public Offering, or (ii) upon termination of the entire Agreement upon a change in control of the Company, as provided in Section 4.1, (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange ActAct or (iv) upon a liquidation, whichever event occurs firstdissolution or winding up of the Company.
Appears in 1 contract
Termination of Covenants. 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.
(a) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs firstearlier than the events described in Section 2.6(a) above.
Appears in 1 contract
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3, except for Section 3.3, 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 1 contract
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 1 (except Section 1.16) shall terminate and be of no further force or and effect (i) immediately before after the consummation time of effectiveness of the Company's IPO or (ii) when meeting the Company first becomes subject to the periodic reporting requirements of conditions set forth in Section 12(g) or 15(d) of the Exchange Act, whichever event occurs first1.15 herein.
Appears in 1 contract
Samples: Investor Rights Agreement (Molecular Simulations 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 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
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) subject to and 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 firstIPO.
Appears in 1 contract
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 2.1(Delivery of Financial Statements), 2.2 (Inspection), and 2.3 (Preemptive Right) shall terminate and be of no further force or effect (i) immediately before upon 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 firstCompany’s Qualified IPO.
Appears in 1 contract
Termination of Covenants. The covenant covenants set forth in this Section 4, except for Subsection 4.2 4.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 4, except for Section 4.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange ActAct or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Arrowhead Research Corp)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section3.1 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 4.1.
Appears in 1 contract
Samples: Investors’ Rights Agreement (China Nuokang Bio-Pharmaceutical 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 (i) immediately before the consummation of the IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Liquidation Event, as such term is defined in the LLC Agreement, whichever event occurs first.first.
Appears in 1 contract
Samples: Investors’ Rights Agreement
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this ARTICLE II shall terminate and be of no further force or effect upon the earlier of (ia) immediately before the consummation of the IPO IPO, or (iib) when the date the Company first becomes subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange Act, whichever event occurs first.
Appears in 1 contract
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
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
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section C(1) above shall terminate and be of no further force or effect (i) immediately before upon the consummation of the IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(gsection 13(a) or 15(d) of the Securities Exchange ActAct of 1934, as amended, whichever event occurs firstshall first occur.
Appears in 1 contract
Samples: Common Stock and Warrants Subscription Agreement (Software Net Corp)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3, except for Sections 3.11 and 3.13, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO Initial Public Offering or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) 12 or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aura Biosciences, 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.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs earlier than the event occurs firstdescribed in Section 2.6(a) above.
Appears in 1 contract
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3 (other than Section 3.7) shall terminate and be of no further force or and effect (i) immediately before the consummation closing of the IPO or Initial Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iv) upon a Change of Control or (iv) upon a Liquidation Event, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Experience Investment 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 a Qualified IPO.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs firstearlier than the events described in Section 2.4(a) above.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Northstar Neuroscience, Inc.)
Termination of Covenants. (a) The covenant covenants set forth in Subsection 4.2 Sections 2.1 through 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 a Qualified IPO.
(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or (ii) 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 if this occurs firstearlier than the events described in Section 2.9(a) above.
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Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Sections 1.1 to 1. 9 shall terminate and be of no further force or effect immediately prior to the earliest of: (i) immediately before the consummation effectiveness of the IPO registration statement for an Qualified IPO; or (ii) when with respect to Section 1.1, the date on which the Company first becomes subject is required to file reports with the periodic reporting requirements of Commission (as defined below) pursuant to Section 12(g) 13 or 15(d) of the Securities Exchange ActAct of 1934, whichever event occurs firstas amended.
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Samples: Members Agreement (Sungy Mobile LTD)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 shall this ARTICLE IV will terminate and be of no further force or and effect upon the earliest of (ia) immediately before the consummation closing of the IPO Company’s Qualified Public Offering, (b) occurrence of a Liquidation Event, or (iic) when at such time that the Company first becomes subject to the periodic reporting requirements of Section 12(g) 13 or 15(d) of the Exchange Act, whichever event occurs first.
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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.
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Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g13(a) or 15(d) of the Exchange Act, or (iii) upon a Liquidation Transaction, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)
Termination of Covenants. The covenant covenants set forth in Subsection 4.2 this Section 3, except for Section 3.2, 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.
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Termination of Covenants. The covenant covenants set forth in Subsection 4.2 Section 2.1 ------------------------ and 2.2 shall terminate and be of no further force or effect (i) immediately before upon the consummation of the a Qualifying IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(gsection 13(a) or 15(d) of the Exchange Act, whichever event occurs firstshall first occur.
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