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 (a) immediately before the consummation of the IPO, or (b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (c) upon the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first; provided, however, that in the event the covenants set forth in Subsection 3.1 terminate upon a Deemed Liquidation Event, if the consideration received by the Investors in such Deemed Liquidation Event is not solely in the form of cash and/or publicly traded securities, the Company will use commercially reasonable efforts to ensure that the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Subsection 3.1.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Vor Biopharma Inc.), 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 (ai) immediately before the consummation of the IPO, or (bii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (ciii) upon the closing of a Deemed Liquidation Event, as such term is defined in or (iv) upon the Certificate consummation of Incorporationa Qualified SPAC Transaction, whichever event occurs first; provided, however, that in the event the covenants set forth in Subsection 3.1 terminate upon a Deemed Liquidation Event, if the consideration received by the Investors in such Deemed Liquidation Event is includes securities that are not solely in the form of cash and/or publicly traded securities(which, for the avoidance of doubt, shall not include contingent value rights), the Company will use commercially reasonable efforts to ensure that the Major Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Subsection 3.1Section 3.1 of this Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Affinia Therapeutics Inc.), Investors’ Rights Agreement (Affinia Therapeutics Inc.)