Common use of Termination of Information and Observer Rights Clause in Contracts

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (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 8 contracts

Samples: Investors’ Rights Agreement (KnowBe4, Inc.), Investors’ Rights Agreement (KnowBe4, Inc.), Investors’ Rights Agreement (Oncorus, Inc.)

AutoNDA by SimpleDocs

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 6 contracts

Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (Eliem Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified 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 Qualified Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 4 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Camp4 Therapeutics Corp), Investors’ Rights Agreement (6d Bytes Inc.), Investors’ Rights Agreement (6d Bytes Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 IncorporationRestated Certificate, whichever event occurs first.

Appears in 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 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, (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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, 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 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, or (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 Subsections 3.1 through 3.5 shall terminate and be of no further force or effect (ia) immediately before the consummation of the Qualified IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange ActAct or other Applicable Securities Laws, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Articles, whichever event occurs first.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (BeiGene, Ltd.), Investors’ Rights Agreement (BeiGene, Ltd.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO or SPAC Transaction, (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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 3 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 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 (ii) when upon the Company first becomes subject to the periodic reporting requirements closing 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: Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.), Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 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 (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: Registration and Other Rights Agreement (Live Oak Bancshares, Inc.), Registration and Other Rights Agreement (Live Oak Bancshares, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (ia) immediately before the consummation of the a Qualified IPO, (iib) immediately before the settlement of the initial trade of shares of Common Stock in a Direct Listing, (c) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiid) 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: Investors’ Rights Agreement (Allbirds, Inc.), Investors’ Rights Agreement (Allbirds, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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 (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: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (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.Act or

Appears in 2 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, 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 2 contracts

Samples: Investors’ Rights Agreement (Receptos, Inc.), Investors' Rights Agreement (Receptos, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation EventEvent (other than a sale of all or substantially all of the assets of the Company, in which event the foregoing covenants shall survive until the dissolution of the Company), as such term is defined in the Company’s Certificate of IncorporationCertificate, whichever event occurs first.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (Everyday Health, Inc.), Stockholder Rights Agreement (Everyday Health, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, 3.1 to Subsection 3.2 and Subsection 3.3 3.4 (inclusive) 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 the closing of 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: Investors' Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush Holdings, Inc.)

Termination of Information and Observer Rights. (a) The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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.of

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Proteon Therapeutics Inc), Investors’ Rights Agreement (Proteon Therapeutics Inc)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, or (iv) immediately before the consummation of the Qualified Form 10 Transaction.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Flex Pharma, Inc.), Investors’ Rights Agreement (Flex Pharma, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 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 (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: Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.), Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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: Investors’ Rights Agreement (Vir Biotechnology, Inc.), Investors’ Rights Agreement (Vir Biotechnology, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 3.1, Subsection 3.2 3.2, 3.3, and Subsection 3.3 3.4 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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: Investors’ Rights Agreement (IMARA Inc.), Investors’ Rights Agreement (IMARA Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (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, as such term is defined in the Company’s Restated Certificate of Incorporationor (iv) a Qualified Public Offering, as such term is defined in the Restated Certificate, whichever event occurs first.

Appears in 2 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, Event or Sale Transaction (as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstRestated LLC Agreement).

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Gigamon LLC)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect effect: (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before before, but subject to, the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, 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: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection 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, or (iii) upon a Deemed Liquidation EventLiquidation, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investors’ Rights Agreement (Angie's List, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when IPO or other effective registration of the Company first becomes subject Company’s securities pursuant to the periodic reporting requirements of Section 12(g) or 15(d12(b) of the Exchange Act, or (iiiii) upon the closing of 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: Investors’ Rights Agreement (RayzeBio, Inc.), Investors’ Rights Agreement (RayzeBio, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, 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 2 contracts

Samples: Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect upon the earlier to occur of (i) immediately before the consummation closing of the IPO, a Qualified IPO or (ii) when the Company first becomes subject to the periodic reporting requirements closing of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of Incorporation) and the distribution of proceeds, whichever event occurs firstif any, to, or into escrow for the benefit of, the Company’s stockholders in accordance with the Certificate of Incorporation.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Catabasis Pharmaceuticals Inc), Investors’ Rights Agreement (Catabasis Pharmaceuticals Inc)

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 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, (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: Investors’ Rights Agreement (Dimension Therapeutics, Inc.), Investors’ Rights Agreement (Dimension Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, Section 3.3 and Subsection 3.3 Section 3.4 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company (or its successor or acquirer) first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, Act or (iii) upon the closing of 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: Investors’ Rights Agreement (AbSci Corp), Investors’ Rights Agreement (AbSci Corp)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection 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, 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 (Benefitfocus,Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.14.1, Subsection 3.2 4.2 and Subsection 3.3 4.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 1 contract

Samples: Stockholders Agreement (Miso Robotics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection Section 3.1 Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1Section 3.1 [,] [and] Section 3.2[, Subsection 3.2 and Subsection 3.3 Section 3.3] shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO,35 [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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation completion of the IPO, IPO or (ii) when upon a Deemed Liquidation Event, (as defined in the Company first becomes Restated Certificate), provided, that if following such Deemed Liquidation Event the Investors hold equity in an entity that is not subject to the periodic reporting requirements of Section 12(g13(a) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined then Subsection 3.1 shall not terminate and shall remain in the Company’s Certificate of Incorporation, whichever event occurs firstfull force and effect.

Appears in 1 contract

Samples: Investors' Rights Agreement (Spark Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection Section 3.1 and Section 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 1 contract

Samples: Investors’ Rights Agreement (Prelude Therapeutics Inc)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when upon the Company first becomes subject to the periodic reporting requirements closing 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 Articles of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors' Rights Agreement (Hammitt, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate Articles of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investor's Rights Agreement (Adamas One Corp.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of a Qualified IPO (as defined in the IPO, Certificate of Incorporation) or (ii) when upon the Company first becomes subject to the periodic reporting requirements closing 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 (Turnstone Biologics Corp.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, Section 3.3 and Subsection 3.3 Section 3.4 shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate Restated Certificate, or (d) upon the closing of Incorporationa SPAC Transaction, whichever event occurs first.

Appears in 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, 3.1 [,] [and] Subsection 3.2 [, and Subsection 3.3 3.3] shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO,36 [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

Termination of Information and Observer Rights. The covenants set forth in Subsection 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 a Qualified IPO, (ii) when as such term is defined in the Company first becomes subject to the periodic reporting requirements Company’s Certificate of Section 12(g) or 15(d) of the Exchange ActIncorporation, or (iiiii) 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 (TScan Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.13.1 , Subsection 3.2 3.2, and Subsection 3.3 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, 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 (Synthorx, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (ii) when the Company first becomes subject to the registration requirements of Sections 12(b) or 12(g) of the Exchange Act or 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Laird Superfood, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before before, but subject to, the consummation of the 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 Event pursuant to which the Company’s Certificate of Incorporation, whichever event occurs firstInvestors receive only cash and/or marketable securities.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Termination of Information and Observer Rights. The covenants set forth in Subsection 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 (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 (AN2 Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Alumis Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before prior to the consummation closing 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 IncorporationEvent (other than an Asset Sale), whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Bolt Biotherapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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 IPOan IPO or a Direct Listing (whichever occurs first), (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 IncorporationRestated Certificate, whichever event occurs first.

Appears in 1 contract

Samples: Investors' Rights Agreement (Sentinel Labs, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, (ii) when as such term is defined in the Company first becomes subject to the periodic reporting requirements Certificate of Section 12(g) or 15(d) of the Exchange ActIncorporation, or (iiiii) 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 (Pyxis Oncology, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 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 Third Amended and Restated Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 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, (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 EventChange in Control, as such term is defined in the Company’s Certificate of IncorporationOperating Agreement, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Pandion Therapeutics Holdco LLC)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection Section 3.1 and Section 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 when the Company’s Certificate number of IncorporationShares owned by the Investor represents less than four (4%) of the issued and outstanding shares of Common Stock, whichever event occurs first.

Appears in 1 contract

Samples: Investors' Rights Agreement (NOVONIX LTD)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.13.1 , Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified 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 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, 3.1 and 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, (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 IncorporationRestated Certificate, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Viela Bio, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall will terminate and be of no further force or effect (i) immediately before the consummation of the 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 IncorporationRestated Certificate, whichever event occurs first.

Appears in 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Certificate of Incorporation (other than a sale of all or substantially all of the Company’s Certificate of Incorporationassets), whichever event occurs first.

Appears in 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 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, (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 (Avedro Inc)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 1 contract

Samples: Investor’s Rights Agreement (Landos Biopharma, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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 IPOQualified 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, or (iii) upon the closing of 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 (Aerovate Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) with respect to any Investor that is or becomes a Sanctioned Party, for so long as such Investor is a Sanctioned Party; (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiiiv) upon the closing of 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 (Bicara Therapeutics Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1Subsections 8.1, Subsection 3.2 8.2 and Subsection 3.3 8.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Stockholders Agreement (iTeos Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) immediately prior to the effectiveness of a registration statement on Form S-1 filed by the Company with the SEC for a Direct Listing, (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiiiv) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationCharter, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Coinbase Global, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 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, 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 (Zafgen, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection Section 3.2 and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 IncorporationRestated Certificate, whichever event occurs first.

Appears in 1 contract

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

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1Section 3, Subsection Section 3.2 and Subsection 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, 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 (Neos Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 Seventh Amended and Restated Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (IsoPlexis Corp)

Termination of Information and Observer Rights. The covenants set forth in Subsection Sections 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect upon the earlier to occur of (i) immediately before the consummation closing of the IPO, an IPO or (ii) when the Company first becomes subject to the periodic reporting requirements closing of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of Incorporation) and the distribution of proceeds, whichever event occurs firstif any, to, or into escrow for the benefit of, the Company’s stockholders in accordance with the Certificate of Incorporation.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Catabasis Pharmaceuticals Inc)

Termination of Information and Observer Rights. The covenants set forth in Subsection 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, 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 (Azitra Inc)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 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 (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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (PureTech Health PLC)

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection 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, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated LLC Agreement, whichever event occurs first.first.‌

Appears in 1 contract

Samples: Investors’ Rights Agreement

Termination of Information and Observer Rights. The covenants set forth in Subsection Section 3.1, Subsection 3.2 Section 3.2, and Subsection Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 1 contract

Samples: Investors’ Rights Agreement (HCW Biologics Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1Section 3.01, Subsection 3.2 Section 3.02 and Subsection 3.3 Section 3.03 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Day One Biopharmaceuticals Holding Co LLC)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1Section 4.1, Subsection 3.2 Section 4.3 and Subsection 3.3 Section 4.4 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 the closing of 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 (Century Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) 13 or 15(d) of the Exchange Act, or (iiic) 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 (Keros Therapeutics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 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, (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 IncorporationRestated Certificate, whichever event occurs first.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Sera Prognostics, Inc.)

Termination of Information and Observer Rights. The covenants set forth in Subsection Subsections 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, (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 EventEvent (other than an Asset Sale), as such term is terms are defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Appears in 1 contract

Samples: Investors' Rights Agreement (BioAtla, Inc.)

Termination of Information and Observer Rights. (a) . The covenants set forth in Subsection Sections 3.1, Subsection 3.2 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of a Qualified IPO (as that term is defined in the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange ActRestated Certificate), or (iiiii) upon a Deemed Liquidation Event, Event (as such that term is defined in the Company’s Certificate of IncorporationRestated Certificate), whichever event occurs first.

Appears in 1 contract

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!