Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a) above.

Appears in 6 contracts

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

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Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.9 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPOan initial public offering, or and (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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.11(a) above.

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 covenants set forth in Sections 2.1 through Section 2.3 2.6 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.7(a) above.

Appears in 3 contracts

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.10 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.11(a) above.

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 covenants set forth in Sections 2.1 through Section 2.3 2.9 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.10(a) above.

Appears in 3 contracts

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.7 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the this Agreement, as provided in Section 3.1. (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 effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.8(a) above.

Appears in 2 contracts

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

Termination of Covenants. (ai) The covenants set forth in Sections 2.1 through Section 2.3 and 2.2 shall terminate as to each Holder Investor and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the Agreement, as provided in Section 3.1. (bii) The covenants set forth in Sections Section 2.1 and 2.2 shall terminate as to each Holder Investor and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.7(a) above.

Appears in 2 contracts

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 2.01 through Section 2.3 2.11 shall terminate as to each Holder and be of no further force or effect upon the earlier to occur of (i) immediately prior to the consummation of a Qualified an IPO, or ; and (ii) upon termination of the Agreement, as provided in Section 3.13.01. (b) The covenants set forth in Sections 2.1 2.01 and 2.2 2.02 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.12(a) above.

Appears in 2 contracts

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the Agreemententire Agreement upon a change in control of the Company, as provided in Section 3.14.1. (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 effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a) above.

Appears in 2 contracts

Samples: Investors' Rights Agreement, Investors’ Rights Agreement (Calix Networks Inc)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.11 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.12(a) above.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Neothetics, Inc.), Investors’ Rights Agreement (ReachLocal Inc)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to (or upon a Change of Control (as defined in the Restated Certificate) where the successor company is subject to) the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events event described in Section subsection 2.4(a) above.

Appears in 2 contracts

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 3.1, 3.2 and 3.3 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the Agreement, as provided in Section 3.14.1. (b) The covenants set forth in Sections 2.1 3.1 and 2.2 3.2 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a3.4(a) above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Facebook Inc)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.17 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the Agreement, as provided in Section 3.14.1. (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 effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(athe subsection (a) immediately above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (China Nuokang Bio-Pharmaceutical Inc.)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.8 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, IPO or a Change of Control (ii) upon termination of the Agreement, as provided in Section 3.1defined below). (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 effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.5(a) above.

Appears in 1 contract

Samples: Omnibus Amendment (Bayhill Therapeutics, Inc.)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.13 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPOan Exit Event (as defined in the Restated Articles), or (ii) upon termination of the Agreementsuch provisions, as provided in Section 3.14.1. (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 effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.14(a) above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Qunar Cayman Islands Ltd.)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through 2.2 and Section 2.3 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 2.2 and 2.2 2.3 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a) above.

Appears in 1 contract

Samples: Investors' Rights Agreement (Printcafe Software Inc)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.10 (other than Section 2.8(b)) shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, 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 2.1(a) 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.11(a) above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Audience Inc)

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Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.10(a) shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 2.2 and 2.2 2.3 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.12(a) above.

Appears in 1 contract

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.10(a) shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 2.2 and 2.2 2.3 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.11(a) above.

Appears in 1 contract

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 and 2.2 shall terminate as to each Holder Investor and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPOan initial public offering, or (ii) upon termination of the Agreement, as provided in Section 3.1. (b) The covenants set forth in Sections Section 2.1 and 2.2 shall terminate as to each Holder Investor and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.7(a) above.

Appears in 1 contract

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through 2.4 and Section 2.3 2.6 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.8(a) above.

Appears in 1 contract

Samples: Investors' Rights Agreement (Sitesmith Inc)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.5 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.5(a) above.

Appears in 1 contract

Samples: Investors' Rights Agreement (Limelight Networks, Inc.)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.18 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the Agreement, as provided in Section 3.14.1. (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 effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.19(a) above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Tuniu Corp)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.5 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 2.1, 2.2 and 2.2 2.5 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.6(a) above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Wind Power Holdings Inc)

Termination of Covenants. (a) The covenants set forth in Sections Section 2.1 through and Section 2.3 2.2 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to upon the consummation of a Qualified IPO, or (ii) upon termination of the Agreement, as provided in Section 3.1. (b) The covenants set forth in Sections Section 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 Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.3(a) above.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Aether Systems LLC)

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.4 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(asubsection (a) immediately above.

Appears in 1 contract

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

Termination of Covenants. (a) The covenants set forth in Sections 2.1 through Section 2.3 2.12 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of 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 as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.4(a2.13(a) above.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Tracon Pharmaceuticals Inc)

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