Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of: (a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation; (b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and (c) the fifth anniversary of the IPO.
Appears in 14 contracts
Samples: Investors’ Rights Agreement (C4 Therapeutics, Inc.), Investors’ Rights Agreement, Investors’ Rights Agreement
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (Amylyx Pharmaceuticals, Inc.), Investors’ Rights Agreement (Pliant Therapeutics, Inc.), Investors’ Rights Agreement (Kindara, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (Decibel Therapeutics, Inc.), Investors’ Rights Agreement (Magenta Therapeutics, Inc.), Investors’ Rights Agreement (Magenta Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth anniversary of the IPO.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.), Investors’ Rights Agreement (Kyverna Therapeutics, Inc.), Investors’ Rights Agreement (Kyverna Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) following the IPO, such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Trevi Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) immediately before the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth seventh (7th) anniversary of the IPO.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Evelo Biosciences, Inc.), Investors’ Rights Agreement (Evelo Biosciences, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 4 contracts
Samples: Registration Rights Agreement (Miso Robotics, Inc.), Investors’ Rights Agreement (Spruce Biosciences, Inc.), Investors’ Rights Agreement (Viela Bio, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth five (5) year anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined transaction described in clause (i) of the definition of Change of Control or the liquidation or other dissolution of the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 3 contracts
Samples: Registration Rights Agreement (Dermavant Sciences LTD), Registration Rights Agreement (Urovant Sciences Ltd.), Investor Rights Agreement (Myovant Sciences Ltd.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the closing of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Denim LA, Inc.), Investors’ Rights Agreement (Denim LA, Inc.), Investors’ Rights Agreement (Denim LA, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 date on or another similar exemption under after the Securities Act is available for closing of the sale of Company’s IPO when all of such Holder’s shares Registrable Securities could be sold without limitation during a three-month period without registrationrestriction under SEC Rule 144; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Blue Apron Holdings, Inc.), Investors’ Rights Agreement (Blue Apron Holdings, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; andor
(c) the fifth anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Lyell Immunopharma, Inc.), Investors’ Rights Agreement (Allogene Therapeutics, Inc.), Investors' Rights Agreement (Allogene Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Operating Agreement;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares units without limitation during a three-month period without registration; and
(c) the fifth seven year anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (ElectroCore, LLC), Investors’ Rights Agreement (ElectroCore, LLC)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Liquidity Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Replimune Group, Inc.), Investors’ Rights Agreement (Replimune Group, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) with respect to a particular Holder, at such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Registrable Securities without limitation during a three-month period without registration; and
(c) the fifth seventh anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Morphic Holding, Inc.), Investors' Rights Agreement (Morphic Holding, Inc.), Investors’ Rights Agreement (Morphic Holding, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, Inc.), Registration Rights Agreement (Capstone Therapeutics Corp.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale same of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
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 Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) immediately before the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the date of the IPO.
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 Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of date when all of such Holder’s shares Registrable Securities could be sold without limitation during a threerestriction under SEC Rule 144 within any 90-month period without registration; and
day period. The obligations of the Company pursuant to Section 2.9 of this Agreement shall expire on the earlier to occur of (ca) the date no Holder own any securities of the Company that were once Registrable Securities, and (b) the fifth anniversary of the IPOeffective date of this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Sacks Bradley J.), Registration Rights Agreement (ULURU Inc.), Registration Rights Agreement (Sacks Michael Ivan)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Northern Star Acquisition Corp.), Investors’ Rights Agreement (Syros Pharmaceuticals, Inc.), Investors’ Rights Agreement (Syros Pharmaceuticals, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth one year anniversary of the Qualifying IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Beam Therapeutics Inc.), Investors’ Rights Agreement
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of Incorporation);
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth (5th) anniversary of the date of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Codex DNA, Inc.), Investors’ Rights Agreement (Codex DNA, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Relay Therapeutics, Inc.), Investors’ Rights Agreement (Relay Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (6d Bytes Inc.), Investors’ Rights Agreement (6d Bytes Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 2.3 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (KnowBe4, Inc.), Investors’ Rights Agreement (KnowBe4, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third (3rd) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Passage BIO, Inc.), Investors’ Rights Agreement (Passage BIO, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Flex Pharma, Inc.), Investors’ Rights Agreement (Flex Pharma, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; andor
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crush Capital Inc.), Investors’ Rights Agreement (Crush Capital Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; andor
(c) the fifth five (5) year anniversary of the IPOdate of this Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Gi Dynamics, Inc.), Series a Preferred Stock Purchase Agreement (Gi Dynamics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) following the IPO, such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Fulcrum Therapeutics, Inc.), Investors’ Rights Agreement (Fulcrum Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation (other than a Non-Liquidity Event, as such term is defined in the Company’s Certificate of Incorporation;Articles); and
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth 7th anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Gamida Cell Ltd.), Investors’ Rights Agreement (Gamida Cell Ltd.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth five (5) year anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Tyra Biosciences, Inc.), Investors’ Rights Agreement (Tyra Biosciences, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time after the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Akoya Biosciences, Inc.), Investors’ Rights Agreement (Akoya Biosciences, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; andor
(c) the fifth third (3rd) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Magenta Therapeutics, Inc.), Investors’ Rights Agreement (Akero Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventReorganization, as such term is defined in the Company’s Certificate of IncorporationRestated Articles;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Capital Shares without limitation during a three-month period without registration; and
(c) the fifth second anniversary of the IPO.
Appears in 2 contracts
Samples: Shareholders Agreement (Fibrogen Inc), Shareholders’ Agreement (Fibrogen Inc)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth third anniversary of the closing of an IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (89bio, Inc.), Investors’ Rights Agreement
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventSale, as such term is defined in the Company’s Certificate Articles of IncorporationAssociation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Registrable Securities without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 2 contracts
Samples: Registration Rights Agreement (LumiraDx LTD), Registration Rights Agreement (LumiraDx LTD)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Prime Medicine, Inc.), Investors’ Rights Agreement (Prime Medicine, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventSale, as such term is defined in the Company’s Certificate Articles of IncorporationAssociation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth third anniversary of the IPO.
Appears in 2 contracts
Samples: Registration Rights Agreement (LumiraDx LTD), Registration Rights Agreement (LumiraDx LTD)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
earlier of (a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(bi) such time as such Holder owns less than fifty percent (50%) of the Registrable Securities held by such Holder immediately following the IPO and Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
or (cii) the fifth tenth (10th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest first to occur of:
(a) the closing of a Deemed Liquidation Eventevent, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-three month period without registration; and;
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Frequency Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 2.1(c) shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth second anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (SeqLL, Inc.), Investors’ Rights Agreement (SeqLL, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 2.1(d) shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Prevail Therapeutics Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) Following the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth first anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Immuneering Corp), Investors’ Rights Agreement (Immuneering Corp)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) at such time as Rule 144 or another similar exemption under after the Securities Act is available for the sale of Company’s IPO when all of such Holder’s shares without limitation during a three-month Registrable Securities could be sold within any ninety (90) day period without registrationrestriction under SEC Rule 144(k); and
(c) the fifth three (3) year anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (ZS Pharma, Inc.), Investors’ Rights Agreement (ZS Pharma, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest earlier to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as after the IPO that Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-three (3) month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cue Health Inc.), Investors’ Rights Agreement (Cue Health Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month ninety (90) day period without registration; and
(c) the fifth (5th) anniversary of the date of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Foghorn Therapeutics Inc.), Investors’ Rights Agreement (Foghorn Therapeutics Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth fourth (4th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Intellia Therapeutics, Inc.), Investors' Rights Agreement (Intellia Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth five year anniversary of the IPO.
Appears in 2 contracts
Samples: Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, Event (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time);
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Backblaze, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest earlier to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;Restated Certificate; and
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the an IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationMemorandum and Articles;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third (3rd) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth three year anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Nerdwallet, Inc.), Investors’ Rights Agreement (Nerdwallet, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth five year anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Keros Therapeutics, Inc.), Investors’ Rights Agreement (Keros Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing consummation of a Deemed Liquidation EventLiquidation, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investors’ Rights Agreement (Angie's List, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur ofupon:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth fourth anniversary of the IPOthis Agreement.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Hancock Jaffe Laboratories, Inc.), Investors' Rights Agreement (Hancock Jaffe Laboratories, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a “Deemed Liquidation Event, ” (as such term is defined in the Company’s Certificate of Incorporation);
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth third anniversary of the IPO.
Appears in 2 contracts
Samples: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth (5th) anniversary of the IPO.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eliem Therapeutics, Inc.), Investors’ Rights Agreement (Candel Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth first anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventDisposal or Share Sale, as such term is terms are defined in the Company’s Certificate of IncorporationArticles;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth seven (7) year anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
: (a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation;
; (b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
and (c) the fifth (5th) anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate Amended and Restated Articles of Incorporation;
(b) the date on which all shares of Registrable Securities held by such time as Holder may be sold under Rule 144 or another similar exemption under the Securities Act is available within a 90 day period for the sale of all of such Holder’s shares without limitation during a three-month period without registrationany continuous 180 day period; and
(c) the fifth anniversary of the date of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a an Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of Incorporation);
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of when all of such Holder’s shares Registrable Securities could be sold without limitation restriction under SEC Rule 144(k) during a threeany 90-month day period without registrationand such Holder owns less than 1% of the then outstanding capital stock of the Company; and
(c) the fifth anniversary of the an IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Pacira Pharmaceuticals, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month three (3)-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth 5th anniversary of the IPOIPO or Direct Listing, whichever occurs first.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventTransaction, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation volume limitations during a three-month period without registration; and
(c) the fifth four (4) year anniversary of the IPO.
Appears in 1 contract
Samples: Investors' Rights Agreement (Edge Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventChange in Control, as such term is defined in the Company’s Certificate of IncorporationOperating Agreement;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Pandion Therapeutics Holdco LLC)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate Articles of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; andor
(c) the fifth second anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (First Light Acquisition Group, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventEvent (other than an Asset Sale), as such term is terms are defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; andor
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Bolt Biotherapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventLiquidation, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all ofall of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth five year anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Virtuix Holdings Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall will terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aimmune Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of Incorporation);
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-three month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Rain Therapeutics Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Anebulo Pharmaceuticals, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of IncorporationIncorporation (“Certificate”);
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Registrable Securities without limitation during a three-three month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth five-year anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation;
(b) such time after the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Sana Biotechnology, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth 5th anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed “Liquidation Event”, as such term is defined in the Company’s Fifth Amended and Restated Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of date when all of such Holder’s shares Registrable Securities could be sold without limitation during a three-month period without registrationrestriction under SEC Rule 144(b); and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Samples: Registration Rights Agreement (G1 Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth seventh (7th) anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) when all of such time as Rule 144 or another similar exemption under Holder’s Registrable Securities total less than 1% of the Securities Act is available for outstanding capital stock of the sale of Company and all of such Holder’s shares without limitation during a three-could be sold in any three month period without registrationrestriction under SEC Rule 144; and
(c) the fifth anniversary of the Qualified IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of upon a Deemed Liquidation Event, as such term is defined and applied in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third anniversary of the IPOQualified IPO (as defined in the Restated Certificate).
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) such time after the IPO, as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Neumora Therapeutics, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationCharter;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of (i) the IPOIPO or (ii) the date of effectiveness of a registration statement on Form S-1 filed by the Company with the SEC for a Direct Listing (whichever occurs first).
Appears in 1 contract
Samples: Investors’ Rights Agreement (Coinbase Global, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur ofupon:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation EventShare Sale, as such term is defined in the Company’s Certificate Articles of IncorporationAssociation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Registrable Securities without limitation during a three-month period without registration; and
(c) the fifth fourth anniversary of the IPO.
Appears in 1 contract
Samples: Registration Rights Agreement (Centessa Pharmaceuticals LTD)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, an Exit (as such term is defined in the Company’s Certificate Amended and Restated Shareholders Agreement dated as of IncorporationApril 17, 2014) other than an IPO;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the date of the IPO.
Appears in 1 contract
Samples: Registration Rights Agreement (ProQR Therapeutics B.V.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth third (3rd) anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Taysha Gene Therapies, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Charter;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Groundfloor Finance Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth 5th anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth seven (7) year anniversary of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and;
(c) the fifth first anniversary of the IPO.
Appears in 1 contract
Samples: Option Agreement (Inhibrx, Inc.)
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Subsection 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Articles;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Registrable Securities without limitation during a three-month period without registrationregistration and without compliance with any current public information requirement; and
(c) the fifth five-year anniversary of the date of the IPO.
Appears in 1 contract
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;
(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
(c) the fifth anniversary of the Qualified IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Checkmate Pharmaceuticals, Inc.)
Termination of Registration Rights. The right of any Holder or Key Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate;
(b) when all of such time as Holder’s Registrable Securities or Key Holder’s Key Holder Registrable Securities could be sold without restriction under SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registrationexemption; and
(c) the fifth (5th) anniversary of the IPO.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Elicio Therapeutics, Inc.)