Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which results in the Preferred Stock outstanding being converted into Common Stock, (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, as that term is defined in the Restated Certificate.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 Agreement (other than the provisions of Section 3.3 and 3.7, 3.6) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Veracyte, Inc.), Investors’ Rights Agreement (Veracyte, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Agreement (other than the provisions of Sections 3.2 3.4 and 3.7, ) shall expire and terminate as to each Investor Investors upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof, as may be amended from time to time.
Appears in 2 contracts
Samples: License Agreement (Mirum Pharmaceuticals, Inc.), License Agreement (Mirum Pharmaceuticals, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the provisions of Section 3.3, except for Sections 3.2 3.6 and 3.7, 3.9) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof.
Appears in 2 contracts
Samples: Investor Rights Agreement (Esperion Therapeutics, Inc.), Investor Rights Agreement (Esperion Therapeutics, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Company’s Amended and Restated CertificateCertificate of Incorporation as in effect as of the date hereof.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Forty Seven, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a “Deemed Liquidation Event, ,” as that term is defined in the Restated CertificateCharter (a “Change of Control”).
Appears in 2 contracts
Samples: Investor Rights Agreement (Applied Genetic Technologies Corp), Investor Rights Agreement (Applied Genetic Technologies Corp)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the provisions of Section 3.3, except for Sections 3.2 3.8 and 3.7, 3.13) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stockupon an “Acquisition” or “Asset Transfer”, or (iii) upon a Liquidation Event, each as that term is defined in the Restated Certificate.
Appears in 2 contracts
Samples: Investor Rights Agreement (Zulily, Inc.), Investor Rights Agreement (Zulily, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 Agreement (other than the provisions of Section 3.3 and 3.7, 3.6) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, (iib) upon an Acquisition, Asset Transfer or Liquidation Event or (c) at such time as the complete conversion Company becomes subject to the reporting requirements of Section 13 or Section 15 of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, as that term is defined in the Restated CertificateExchange Act.
Appears in 2 contracts
Samples: Investor Rights Agreement (Nurix Therapeutics, Inc.), Investor Rights Agreement (Nurix Therapeutics, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 Agreement (other than the provisions of Section 3.4 and 3.7, 3.6(b)) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof.
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the covenants contained in Sections 3.4, except for Sections 3.2 and 3.7, 3.8, 3.9, 3.11 and 3.21) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the IPOInitial Offering, which results in the all outstanding Preferred Stock outstanding being converted into Common Stock, (ii) the complete conversion of the Preferred Stock into Common Stock, or (iiib) upon a Liquidation Event, an “Asset Transfer” or “Acquisition,” each as that term is defined in the Restated Certificate.
Appears in 1 contract
Samples: Investor Rights Agreement (Prestwick Pharmaceuticals Inc)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the provisions of Sections 3.3, except for Sections 3.2 3.7 and 3.7, 3.9) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, (ii) the complete conversion of the Preferred Stock into Common Stock, or (iiib) upon a Liquidation Event, an “Acquisition” as that term is defined in the Company’s Amended and Restated CertificateCertificate of Incorporation (as the same is amended, restated or otherwise modified after the date hereof).
Appears in 1 contract
Samples: License and Sublicense Agreement (ARCA Biopharma, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into shares of Class 2 Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof.
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the IPOQualified Public Offering, which results in the Preferred Stock outstanding being converted into Common Stock, (ii) the complete conversion of the Preferred Stock into Common Stock, or (iiib) upon a Liquidation Event, as that term is defined Change in the Restated CertificateControl.
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPOInitial Offering, which results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) upon the complete conversion effective date of a Change of Control of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, as that term is defined in the Restated CertificateCompany.
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the provisions of Section 3.3, except for Sections 3.2 3.8 and 3.7, 3.10) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an offering that results in the Series D Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Company’s Amended and Restated CertificateCertificate of Incorporation as in effect as of the Effective Date hereof.
Appears in 1 contract
Samples: Investor Rights Agreement (Echo Global Logistics, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Agreement (other than the provisions of Sections 3.2 3.4 and 3.7, ) shall expire and terminate terminate
16. as to each Investor Investors upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, as that term is defined in the Restated Certificate.an “
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.3 shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which Initial Offering ,that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion upon an “Asset Transfer” or “Acquisition”, each as defined in Section 3(d) of the Preferred Stock into Common Stock, or Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof (iii) upon a Liquidation Event, as that term is defined in the Restated Certificate“Change of Control”).
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the provisions of Section 3.3, except for Sections 3.2 3.9 and 3.7, 3.19) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, Initial Offering which results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Company’s Amended and Restated CertificateCertificate of Incorporation as in effect on the date hereof.
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Agreement (other than the provisions of Sections 3.2 3.4 and 3.7, ) shall expire and terminate as to each Investor Investors upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or upon an Acquisition (iii) upon a Liquidation Event, as that term is defined in the Restated CertificateCharter).
Appears in 1 contract
Samples: Investor Rights Agreement (Lumena Pharmaceuticals, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this AgreementAgreement (other than the provisions of Section 3.3, except for Sections 3.2 3.8 and 3.7, 3.10) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Series E Preferred Stock outstanding being converted into Class A Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the Effective Date hereof.
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Termination of Covenants. Unless explicitly stated otherwise in a particular SubsectionAll covenants, all covenants except Section 3.9 and 3.10, of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which results in the Preferred Stock outstanding being converted into Common Stock, Initial Offering or (ii) upon (a) the complete conversion acquisition of all or substantially all of the Preferred Stock into Common Stock, assets of the Company or (iiib) upon a Liquidation Eventan acquisition of the Company by another corporation or entity by consolidation, as that term is defined merger or other reorganization in which the Restated Certificate.holders of the Company's outstanding voting stock
Appears in 1 contract
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company and the Investors contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.4) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPOInitial Offering, which results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, upon an Acquisition or Asset Transfer (iii) upon a Liquidation Event, each as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof ) (a “Change of Control”).
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 Agreement (other than the provisions of Section 3.3 and 3.7, 3.11) shall expire and terminate as to each Investor upon the earlier of (ia) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock and (ii) the complete conversion of the Preferred Stock into Common Stock, or (iiib) upon a Liquidation Event, as that term is defined in the Restated Certificatean Acquisition.
Appears in 1 contract
Samples: Investor Rights Agreement
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or upon an Acquisition (iii) upon a Liquidation Event, as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect from time to time).
Appears in 1 contract
Samples: Investor Rights Agreement (Calithera Biosciences, Inc.)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in this Section 3 of this Agreement, except for Sections 3.2 and 3.7, shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, Initial Offering in which results in the Preferred Stock outstanding being converted into Common Stock, (ii) the complete conversion all of the Preferred Stock is converted into Common Stock, Stock or (iiiii) upon a Liquidation Event, an Acquisition or Asset Transfer (each as that term is defined in the Company’s Fifth Amended and Restated CertificateCertificate of Incorporation).
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPOInitial Offering, which results in the Preferred Stock outstanding being converted into Common StockStock pursuant to the Company’s Certificate of Incorporation, or (ii) the complete conversion closing of the Preferred Stock into Common Stock, an Acquisition or Asset Transfer (iii) upon a Liquidation Event, each as that term is defined in the Company’s Amended and Restated CertificateCertificate of Incorporation as in effect on the date hereof).
Appears in 1 contract
Samples: Investor Rights Agreement (Rally Software Development Corp)
Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 Agreement (other than the provisions of Section 3.3 and 3.7, ) shall expire and terminate as to each Investor upon the earlier of the consummation of (i) the effective date of the registration statement pertaining to the IPO, which Company’s Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, or (iii) upon a Liquidation Event, an “Acquisition” as that term is defined in the Restated CertificateCompany’s Certificate of Incorporation as in effect as of the date hereof, pursuant to which the Investors receive cash and/or marketable securities.
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Termination of Covenants. Unless explicitly stated otherwise in a particular Subsection, all All covenants of the Company contained in Section 3 of this Agreement, except for Sections 3.2 and 3.7, Agreement (other than the provisions of Section 3.2) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the IPO, which an Initial Offering that results in the Preferred Stock outstanding being converted into Common Stock, Stock or (ii) the complete conversion of the Preferred Stock into Common Stock, upon an Asset Transfer or (iii) upon a Liquidation Event, as that term is defined in the Restated CertificateAcquisition.
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