Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 11 contracts
Samples: Contribution and Exchange Agreement (Continental Grain Co), Contribution and Exchange Agreement (Sagrera Ricardo A.), Contribution and Exchange Agreement (Lewis & Clark Ventures I, LP)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 11 contracts
Samples: Investors’ Rights Agreement (Justworks, Inc.), Investors’ Rights Agreement (SeqLL, Inc.), Investors’ Rights Agreement (C4 Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in this Section 3.1, Section 3.2 and Section 3.3 2 shall terminate as to all Holders and Major Holders and be of no further force or and effect (i) immediately before upon the consummation of the IPO, a Qualifying IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing Act of a SPAC Transaction1934, whichever event occurs firstshall first occur.
Appears in 9 contracts
Samples: Series E Convertible Preferred Stock Purchase Agreement (Accentia Biopharmaceuticals Inc), Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc), Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 immediately before a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 6 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement, Investors’ Rights Agreement (Kaleido Biosciences, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 6 contracts
Samples: Stockholders Agreement (Finch Therapeutics Group, Inc.), Stockholders Agreement (Finch Therapeutics Group, Inc.), Stockholders Agreement (Atea Pharmaceuticals, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 7.1 and Section 3.3 7.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the a 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionDeemed Liquidation Event and completion of the payment of the Series A Liquidation Amount (as defined in the Memorandum and Articles) and the remaining assets distribution as provided in the Memorandum and Articles., whichever event occurs first.
Appears in 6 contracts
Samples: Investors Rights Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD), Share Subscription Agreement (ECMOHO LTD)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 Subsection 3.1 shall terminate and be of no further force or effect (i) immediately before upon the consummation of the an 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 6 contracts
Samples: Share Purchase Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Sections 12(g) or 15(d) of the Exchange Act, or (iii) upon the consummation of a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Kior Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Sections 3.1 and 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Jounce Therapeutics, Inc.), Investors’ Rights Agreement (Jounce Therapeutics, Inc.), Investors’ Rights Agreement (Jounce Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 the outstanding capital stock of the Company is exchanged for shares that are registered under the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Sigilon Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Sections 3.1 and 3.2 and 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 EventSale of the Company, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs firstStockholders Agreement.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (Global Blood Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Pacaso Inc.), Investors’ Rights Agreement (In8bio, Inc.), Option Agreement (Inhibrx, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon as to any Investor, when such Investor no longer holds any equity securities of the closing of a SPAC TransactionCompany, whichever event occurs first.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (ElectroCore, LLC), Investors’ Rights Agreement (ElectroCore, LLC)
Termination of Information Rights. The covenants set forth in Section Sections 3.1, Section 3.2 3.2, and Section 3.3 shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the IPOQPO, 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 Event(as such term is defined in the Restated Company’s Certificate or (ivof Incorporation) upon pursuant to which the closing of a SPAC TransactionInvestors receive only cash and/or marketable securities, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Blueprint Medicines Corp)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Company’s Certificate or (iv) upon of Incorporation, unless the closing consideration received by the Investors is in the form of a SPAC Transactionsecurities that are privately held, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Seres Therapeutics, Inc.), Series D Preferred Stock Purchase Agreement (Seres Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 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 Restated Company's Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Cerecor Inc.), Investors' Rights Agreement (Cerecor Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO or a Liquidation Event, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(gl2(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Safe (Backblaze, Inc.), Safe (Backblaze, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.1 and 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Livongo Health, Inc.), Investors’ Rights Agreement (Livongo Health, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionArticles, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Wave Life Sciences Pte LTD)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOa Qualified 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 a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Care.com Inc), Investors’ Rights Agreement (Care.com Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsections 3.1 and 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the a 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, Act or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Graphite Bio, Inc.), Investors’ Rights Agreement (Graphite Bio, Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section Subsection 3.2 and Section Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before upon the consummation of the IPO, a Qualified 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate of Incorporation, in which the consideration received by Company stockholders is cash or (iv) upon the closing of a SPAC Transactionmarketable securities, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Karuna Therapeutics, Inc.), Investors’ Rights Agreement (Karuna Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Sections 3.1 and 3.2 and Section 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) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Instil Bio, Inc.), Investors’ Rights Agreement (Instil Bio, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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, Event (as such term is defined in the Restated Company’s Certificate of Incorporation), other than a sale of all or (iv) upon substantially all of the closing of a SPAC TransactionCompany’s assets, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Grail, Inc.), Investors’ Rights Agreement (Grail, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Spring Street Partners Lp), Investors’ Rights Agreement (Diligent Board Member Services, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionDeemed Liquidation Event, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Codex DNA, Inc.), Investors’ Rights Agreement (Codex DNA, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 period reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Investor Rights Agreement (GoodRx Holdings, Inc.), Investor Rights Agreement (GoodRx Holdings, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect immediately prior to the earlier to occur of (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements consummation of Section 12(g) a Liquidation Event or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, each as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs firstIncorporation.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cloudflare, Inc.), Investors’ Rights Agreement (Cloudflare, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Sale Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Spero Therapeutics, Inc.), Investors’ Rights Agreement (Spero Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section Subsection 3.2 and Section 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Immuneering Corp), Investors’ Rights Agreement (Immuneering Corp)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the a 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first. In addition, each of such covenants set forth in Section 3.1 and Section 3.2 shall terminate as to any Investor upon the date on which all of such Investor’s shares of Preferred Stock are converted to Common Stock pursuant to, and in accordance with, the Certificate of Incorporation (including Section 5.3 of the Certificate of Incorporation).
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Apellis Pharmaceuticals, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing completion of a SPAC Sale Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Hancock Jaffe Laboratories, Inc.), Investors' Rights Agreement (Hancock Jaffe Laboratories, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section Subsection 3.1 through Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, a Qualified IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section Subsection 3.2 and Section 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) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.), Investors’ Rights Agreement (Praxis Precision Medicines, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 Restated Certificate or (iv) upon Certificate, unless the closing consideration received by the Investors is in the form of a SPAC Transactionsecurities that are privately held, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Akoya Biosciences, Inc.), Investors’ Rights Agreement (Akoya Biosciences, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Passage BIO, Inc.), Investors’ Rights Agreement (Passage BIO, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 3.2, and Section 3.3 shall terminate and be of no further force or effect with respect to any Investor who is a Competitor and generally (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 Restated Company’s Certificate or (iv) upon of Incorporation, in which the closing proceeds are distributed in accordance with Article Four, Part B, Section 2 of a SPAC Transactionthe Company’s Certificate of Incorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Rapid7 Inc)
Termination of Information Rights. The covenants set forth in Section 3.13 (other than Section 3.4, Section 3.2 and Section 3.3 which shall survive any termination of this Agreement) shall terminate and be of no further force or effect (i) immediately before prior 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 the Restated Certificate or (iv) upon the closing of a SPAC TransactionLiquidation Event, whichever event occurs first.
Appears in 2 contracts
Samples: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before upon the earlier of the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) a Qualified IPO or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, under Article 6.5 thereof (as such term is terms are defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionArticles), whichever event occurs first, subject to and immediately prior to the closing thereof.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Gamida Cell Ltd.), Investors’ Rights Agreement (Gamida Cell Ltd.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOa Qualified 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 a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lulu's Fashion Lounge Holdings, Inc.), Investors’ Rights Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before before, but contingent upon the consummation of 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (MongoDB, Inc.), Investors’ Rights Agreement (MongoDB, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lantern Pharma Inc.), Investors’ Rights Agreement (Lantern Pharma Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 this Article 10 shall terminate and be of no further force or effect (ia) immediately before the consummation of the a Qualified 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 Eventwith respect to each Major Investor, at such time as such term is defined in the Restated Certificate or (iv) upon the closing of shareholder ceases to be a SPAC TransactionMajor Investor, whichever event occurs first.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bespoke Capital Acquisition Corp), Shareholder Agreement (Bespoke Capital Acquisition Corp)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO or a Liquidation Event, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Backblaze, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1Sections 3.1 and 3.2, Section 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eleison Pharmaceuticals Inc), Investors’ Rights Agreement (Eleison Pharmaceuticals Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (ia) immediately before before, but subject to, the consummation of the IPO, 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Zendesk, Inc.), Investors’ Rights Agreement (Zendesk, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 Subsection 4.5(a) and Section 3.3 Subsection 4.5(b) 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 Securities Exchange ActAct of 1934, as amended, and the rules and regulations promulgated thereunder, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Sancilio Pharmaceuticals Company, Inc.), Stockholders’ Agreement (Sancilio Pharmaceuticals Company, Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section Subsection 3.2 and Section 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Pliant Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section Subsection 3.2 and Section Subsection 3.3 shall terminate and be of no further force or effect immediately prior to the earliest to occur of (i) immediately before the consummation effective date of the registration statement pertaining to the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(b), 12(g) or 15(d) of the Exchange Act, (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate of Incorporation or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 Subsections 6.1 and Section 3.3 6.2 shall terminate and be of no further force or effect effect: (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange ActAct (or substantially equivalent requirements in any non-U.S. jurisdiction), or (iii) upon a Deemed Liquidation EventReorganization, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionArticles, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 1 contract
Samples: Investor Rights Agreement (Braeburn Pharmaceuticals, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsections 3.1 and 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately 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 the Restated Certificate or (iv) upon the closing of a SPAC TransactionCharter, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section Subsections 3.1, Section 3.2 3.2, 3.3, and Section 3.3 3.4 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 a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionDeemed Liquidation Event (as defined in the Certificate), whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect upon (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 Restated Certificate or (iv) upon the closing termination of a SPAC Transactionthis Agreement pursuant to Section 8.16 hereof, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ellipse Technologies Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 Sections 4.1 and Section 3.3 4.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOan Initial Offering of a Listed Company (but only with respect to such Listed Company and its Subsidiaries), (ii) when the Listed 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 Restated Certificate or (iv) upon the closing Change of a SPAC TransactionControl, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Roivant Sciences Ltd.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors' Rights Agreement (R&r Acquisition Vi, Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 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 Amended and Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors' Rights Agreement (Dova Pharmaceuticals, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (LogicBio Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 shall terminate and be of no further force or effect 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 Restated Certificate or (iv) upon the closing of a SPAC Transaction, Deemed Liquidation Event whichever event occurs first.
Appears in 1 contract
Samples: Investors' Rights Agreement
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (scPharmaceuticals Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section 3.2 3.2, 3.3 and Section 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 the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Dyne Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 Subsection 2.1 and Section 3.3 Subsection 2.2 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 the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing Articles of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, Event (as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation), whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Good Earth Organics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 (Delivery of Financial Statements) and Section 3.2 and Section 3.3 (Access) shall terminate and be of no further force or effect upon the earliest of: (i) immediately before the consummation of the IPOa Qualified Listing Event, (ii) when the consummation of a Change of Control of the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Eventthe liquidation, as such term is defined in winding up or other dissolution of the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs firstCompany.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect upon the earlier of (ia) immediately before the consummation of the IPO, IPO or (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs firstCertificate.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, Section Sections 3.1 and 3.2 and Section 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 Event in which the holders of the Company’s capital stock receive cash or publicly traded securities in exchange for their equity interests in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs firstCompany.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Decibel Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO or a Qualified Merger, or (ii) when upon a Liquidation Transaction, provided that the Company first becomes subject proceeds distributable to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCompany’s stockholders are cash and/or marketable securities, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Olema Pharmaceuticals, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, a Qualified IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionCharter, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Groundfloor Finance Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 EventSale of the Company, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionVoting Agreement, whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO in which all of the Series A Preferred Stock converts into Common Stock, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionArticles, whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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, Event (as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation), whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1Subsection 2.1, Section 3.2 and 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) 12 or 15(d) 15 of the Securities Exchange ActAct of 1934 as amended, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Good Earth Organics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsections 3.1 and 3.2 and 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 immediately before a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Omega Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Forma Therapeutics Holdings, Inc.,)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Elicio Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 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) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing Company’s certificate of a SPAC Transactionincorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Stoke Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section Subsection 3.1, Section Subsection 3.2 and Section 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, Event as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs firstIncorporation.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Amylyx Pharmaceuticals, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, 3.1 and Section 3.2 and 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, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate of Incorporation; or (iviii) upon the closing transfer of not less than 50% of the voting securities of the Company to one Person who is not an existing Holder in a SPAC Transactionsingle transaction, whichever event occurs first.
Appears in 1 contract
Samples: Investors' Rights Agreement (Kiromic Biopharma, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, Direct Listing 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Monte Rosa Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Sections 3.1 and 3.2 and Section 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) or 15(d) of the Exchange Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Cognition Therapeutics Inc)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsections 3.1 and 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 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, Event (as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate), whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section Sections 3.1 and 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 3.2, Section 3.3 and Section 3.3 3.6 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOa Qualified 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, Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Section 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionCharter, whichever event occurs first.
Appears in 1 contract
Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
Appears in 1 contract
Samples: Investors' Rights Agreement (Sequoia Vaccines, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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, and (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transactiontransaction described in clause (i) of the definition of Change of Control or the liquidation or other dissolution of the Company, whichever event occurs first.
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Termination of Information Rights. The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 3.1 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, Corporate Event (as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC TransactionAmended Articles), whichever event occurs first. The covenants set forth in Section 3.2 shall terminate and be of no further force or effect upon a Corporate Event.
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Samples: Investors’ Rights Agreement (Adaptive Biotechnologies Corp)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsections 3.1 and 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO, as defined in the Restated Certificate, (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 Restated Certificate or (iv) upon the closing of a SPAC TransactionCertificate, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Company’s Certificate or (iv) upon the closing of a SPAC TransactionIncorporation, whichever event occurs first.
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Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.)
Termination of Information Rights. The covenants set forth in Section 3.1, Section Subsection 3.1 and Subsection 3.2 and 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 Restated Certificate or (iv) upon the closing of a SPAC TransactionFormation, whichever event occurs first.
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Samples: Investors’ Rights Agreement