Termination of Preemptive Right. The rights of the Offerees under this Section 12 shall terminate immediately prior to, but subject to, the consummation of a firm-commitment underwritten public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act; provided, however, that the rights of the Offerees pursuant to this Section 12 may be waived as to all of such Offerees holding Preferred Stock by the affirmative vote or written consent of the holders of at least 66-2/3% of the shares of Preferred Stock (the “Requisite Holders”), and any such waiver shall be binding on all Offerees holding shares of Preferred Stock with respect to their Preferred Stock, even if any of such Offerees do not execute such waiver and irrespective of whether one or more Offerees participates in the purchase of the Offered Securities; provided further, however, that, with respect to any such waiver of rights pursuant to this Section 12(e), if the Offerees voting in favor or consenting to such waiver subsequently participate in the purchase of the Offered Securities for which such waiver was obtained, then the remaining Offerees not providing such waiver will be granted the right to participate in the purchase of the Offered Securities, on a pro-rata basis amongst all the Offerees participating in such sale.
Termination of Preemptive Right. The rights and covenants set forth in this Section 4 shall terminate and be of no further force and effect upon the earlier to occur of: (a) the consummation of a Qualified IPO; and (b) a Deemed Liquidation Event whereby all the Investors have fully exercised their liquidation right and been fully paid all the distributions pursuant to the Memorandum and Articles of Association.
Termination of Preemptive Right. The Preemptive Right for an Investor shall terminate on the date that is six (6) months after the date the Promissory Note of the Investor has been repaid in full or converted in full into Common Stock; provided, however that with respect to St. Cloud, such Preemptive Right shall terminate on the later of (a) the date that is six (6) months from the date the Promissory Note of St. Cloud has been repaid in full or converted in full into Common Stock or (b) such date as St. Cloud shall have invested in Viking a minimum of $2,000,000 in additional equity.
Termination of Preemptive Right. The Preemptive Right shall terminate in the event the Thiokol Entities shall not Beneficially Own at least 20% of the outstanding shares of Common Stock.
Termination of Preemptive Right. The Preemptive Right granted under this Section 4.13 shall expire at such time as the Warrant has expired, or, thereafter, at such time as the Purchaser no longer holds at least 25% of the then outstanding Common Stock (on a Fully Diluted Basis).
Termination of Preemptive Right. The preemptive right granted under this Agreement shall terminate and expire upon, and shall not be applicable following the first to occur of (a) the fifth (5th) anniversary of the date of this Agreement, and (b) immediately upon the consummation of a Sale Transaction; provided such transaction is immediately followed by payment to TWR of the Liquidating Payment (as defined in the Second Amended and Restated Limited Liability Operating Agreement of WRS). In addition, TWR shall not have the right to exercise its preemptive right at any time following and during the continuance of any material breach or material default by TWR or Xxxxxx Xxxxxxxxxx of any of their respective obligations under that certain Settlement and Release Agreement, of even date herewith, by and among the Company, TWR, BR, WRS, WRL, and Xxxxxx Xxxxxxxxxx (the “Settlement Agreement”), or any agreement entered into pursuant to the Settlement Agreement, and any New Securities sold by or agreed to be sold by the Company during the continuance of any such material breach or material default shall be sold by the Company without any obligations to TWR under this Agreement. For purposes hereof, a “Sale Transaction” shall mean the earliest to occur of (i) the voluntary or involuntary liquidation, dissolution or winding up of the Company followed by the Company’s distribution to holders of its membership interests of amounts to which such holders are entitled in respect of such interests as a result of the liquidation, dissolution or winding up of the Company; (ii) the sale of all or substantially all of the assets of the Company in one transaction or a series of related transactions; and (iii) the acquisition of the Company by another entity by means of merger, consolidation, share exchange, reorganization or otherwise pursuant to which equity interests of the Company are converted into or exchanged for cash, securities or other property of the acquiring entity or any of its affiliates and which results in the holders of voting securities (excluding shares of the surviving entity held by holders of equity interests of the Company acquired by means other than the exchange or conversion of the capital stock of the Company for shares of the surviving entity) of the Company immediately prior to such merger, consolidation, share exchange, reorganization or other transaction beneficially owning, directly or indirectly, less than a majority of the combined voting power of the surviving entity resultin...
Termination of Preemptive Right. The rights and obligations of the Securityholders under this Article III shall terminate immediately prior to the effectiveness of a Qualified Public Offering but such termination shall be expressly conditioned on the consummation of the Qualified Public Offering.
Termination of Preemptive Right. The Preemptive Right granted under this Section 2 of this Agreement shall terminate on and be of no further force or effect upon the effective date of the Company’s Initial Public Offering.
Termination of Preemptive Right. The Preemptive Right shall terminate at such time as the aggregate ownership interest of the Company's outstanding equity or voting power by the Pharmacia Entities is less than 80.1% on a Fully Diluted Basis.
Termination of Preemptive Right. The Purchaser's Preemptive Right shall terminate upon the earliest to occur of the following: (i) the sale of all or substantially all of the Company's assets; (ii) the sale of more than half of the Company's issued and outstanding equity securities at any time after the date of this Agreement in a single transaction or series of related transactions; (iii) the occurrence of any event or series of events as a result of which the Purchaser ceases to own or have the right to purchase equity securities equal to ten percent (10%) or more of the issued and outstanding equity of the Company; or (iv) immediately prior to the effectiveness of the registration statement for any Qualified Offering.
