Termination of Participation Right. The rights of participation granted under Section 2.1 of this Agreement shall terminate on and be of no further force or effect upon the earlier of (i) the consummation of the Company's sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the Securities Act immediately subsequent to which the Company shall be obligated to file annual and quarterly reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the registration by the Company of a class of its equity securities under Section 12(b) or 12(g) of the Exchange Act.
Termination of Participation Right. The participation rights granted to Participants pursuant to this Section 5 shall terminate on the earlier of (i) with respect to each Participant on an individual basis, the first date on which such Participant's ownership of Common Stock of the Company, together with any shares of Common Stock transferred by such Participant to a majority owned subsidiary or an Immediate Family Member of such Participant and still owned by such transferee or any other permitted transferee, shall have been (x) in the case of any Holder, less than 90% of the number of shares of Common Stock of the Company set forth opposite the name of such Holder on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events) for a continuous period of ninety (90) days, and (y) in the case of RSI, less than 65% of the number of shares of Common Stock of the Company set forth opposite RSI's name on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events), (ii) the closing date of an IPO, or (iii) if such Participant has previously elected either to purchase or subscribe for less than such Participant's pro rata share or not to participate in such issuance or sale in accordance with the proviso set forth in the first sentence of Section 5.1, the date on which the Company subsequently consummates a transaction which was subject to this Section 5 and such Participant did not elect to purchase or subscribe for all of its pro rata share of the Company Interests. The participation rights granted pursuant to Section 5.1 shall not apply to an IPO and shall not be assignable or transferable to a third party; provided, however, that any party hereto that is an entity may assign its rights and obligations pursuant to this Section 5 in connection with a transfer of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Notwithstanding anything to the contrary contained herein, if a Participant delivers an Exercise Notice to the Company, and the Company has not otherwise abandoned the transaction to which the Exercise Notice applies, and such Participant fails to fulfill its obligations to purchase...
Termination of Participation Right. The Investor shall not be entitled to exercise the Participation Right under this Article 3, and all of the Investor’s rights under this Article 3 shall terminate, immediately upon the earlier of (i) the Investor ceasing to meet the Minimum Qualification Threshold; and (ii) March 31, 2019.
Termination of Participation Right. 13 SECTION 3 - Miscellaneous...........................................14
Termination of Participation Right. The right of first refusal set forth in Section 3.1 shall terminate with respect to any Major Investor who fails to purchase, in any transaction subject to Section 3.1, all of such Major Investor’s pro rata amount of the New Securities allocated to such Major Investor pursuant to Section 3.1.
Termination of Participation Right. The rights of participation ---------------------------------- granted under Section 2.1 of this Agreement shall terminate on and be of no further force or effect upon the earlier of (i) the consummation of the sale of the Company's Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, at a public offering price per share not less than $14.94 and an aggregate offering price of $20,000,000 subsequent to which the Company shall be obligated to file annual and quarterly reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) upon (a) the acquisition of all or substantially all the assets of the Company, or (b) an acquisition of the Company by another corporation or entity by consolidation or merger in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than 50% or more of the voting power of the corporation or other entity surviving such transaction.
Termination of Participation Right. The Participation Right set out in this Article 4 shall terminate and no longer be of force or effect on:
(a) the Investor failing to deliver an Exercise Notice on three occasions; or
(b) the Investor's Shareholding constituting 20% or more of the issued and outstanding Common Shares.
Termination of Participation Right. The rights of participation granted under this Exhibit B shall terminate on and be of no further force or effect upon the consummation of the Company's sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the Securities Act immediately subsequent to which the Company shall be obligated to file annual and quarterly reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. 36 EXHIBIT C RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Lighthouse Capital Partners II, L.P. 100 Xxxxx'x Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 Xxxn.: Contract Administration ________________________________________________________________________________ CONSENT TO REMOVAL OF PERSONAL PROPERTY KNOW ALL PERSONS BY THESE PRESENTS:
(a) The undersigned has an interest as owner and landlord in that certain real property (the "Real Property") in the County of Santa Clarx, Xxate of California, described as: SEE EXHIBIT 1 ATTACHED HERETO FOR FULL LEGAL DESCRIPTION, and commonly known as 555 Xxxxx Xxxxxx, Suite B, Mountain View, California 94043 (Parcel No. _______________).
(b) SKYSTREAM CORPORATION, a California corporation ("Borrower"), has entered into or will enter into a Loan and Security Agreement with LIGHTHOUSE CAPITAL PARTNERS II, L.P. ("Lender") (as amended and supplemented from time to time, the "Agreement").
(c) Lender, as a condition to entering into the Agreement, requires that the undersigned consent to the removal by Lender of the equipment and other assets covered by the Agreement (hereinafter the "Equipment") from the Real Property, no matter how it is affixed thereto, and to the other matters set forth below.
Termination of Participation Right. The rights of participation granted under Section 3.1 of this Agreement shall terminate on and be of no further force or effect upon the consummation of the Company's sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the Securities Act immediately subsequent to which the Company shall be obligated to file annual and quarterly reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Termination of Participation Right. The rights of participation granted under Section 2.1 of this Agreement shall terminate on and be of no further force or effect upon the consummation of the Company's sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the Securities Act of its securities to the general public with proceeds of not less than $1.50 per share (as adjusted for stock dividends, stock splits, stock combinations and the like) and an aggregate offering price to the public of not less than $20,000,000.
