Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 11 contracts
Samples: Shareholder Agreement (Yuanbao Inc.), Shareholder Agreement (ForU Worldwide Inc.), Shareholder Agreement (Zhangmen Education Inc.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 Section 1.02 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), registration pursuant to Section 1.02 if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder and all other Common Shares then owned by such Holder may then be sold in a three-month period without registration under the Securities Act pursuant to Rule 144 in one transaction without exceeding under the volume limitations thereunderSecurities Act. In such event, such Holder shall not be subject to the provisions of Section 1.07.
Appears in 10 contracts
Samples: Registration Rights Agreement (KFX Inc), Registration Rights Agreement (KFX Inc), Registration Rights Agreement (KFX Inc)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 1.2 and 1.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to (ia) Section 1.2 more than seven years or (b) Section 1.3 more than five (5) years years, respectively, after the consummation date of a Qualified IPOthis Warrant, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 7 contracts
Samples: Warrant Agreement (China Intelligent Lighting & Electronics, Inc.), Warrant Agreement (China Shenghuo Pharmaceutical Holdings Inc), Warrant Agreement (China Century Dragon Media, Inc.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), ) if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction during a three (3) month period without exceeding the volume limitations thereunder.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (HiSoft Technology International LTD), Investors’ Rights Agreement (HiSoft Technology International LTD)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.33.4, 3.4 3.5 or 3.5 3.6 with respect to any Registrable Securities proposed to be sold by a Holder Investor in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder Investor may then be sold under Rule 144 (i) in one transaction three (3) month period without exceeding the volume limitations thereunderthereunder or (ii) without volume limitations.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (GDS Holdings LTD), Investor Rights Agreement (CyrusOne Inc.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation completion of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, which opinion shall be provided to the Holder immediately upon the Company’s receipt, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 2 contracts
Samples: Shareholder Agreements (LexinFintech Holdings Ltd.), Shareholder Agreement (LexinFintech Holdings Ltd.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.32.3, 3.4 or 3.5 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 2.3, 2.4 or 2.5 more than seven (i) five (57) years after the consummation of a Qualified IPOClosing, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under without registration in any ninety (90) day period pursuant to Rule 144 in one transaction without exceeding promulgated under the volume limitations thereunderSecurities Act.
Appears in 2 contracts
Samples: Shareholder Agreement (Cninsure Inc.), Shareholder Agreement (Kongzhong Corp)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 1.3 and 1.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 1.3 or 1.4 more than seven (i) five (57) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Adflex Solutions Inc), Warrant Agreement (Modacad Inc)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.32.3, 3.4 or 3.5 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) registration pursuant to Section 2.3, 2.4 or 2.5 after five (5) years after following the consummation of a the initial Qualified IPOPublic Offering, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under without registration in any ninety (90) day period pursuant to Rule 144 in one transaction without exceeding promulgated under the volume limitations thereunderSecurities Act.
Appears in 2 contracts
Samples: Shareholder Agreement (China Distance Education Holdings LTD), Shareholder Agreement (China Distance Education Holdings LTD)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.33, 3.4 or 3.5 4 and 5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Sections 3, 4 or 5 more than two (i) five (52) years immediately after the consummation occurrence of a Qualified the IPO, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under without registration in any ninety (90) day period pursuant to Rule 144 in one transaction without exceeding promulgated under the volume limitations thereunderSecurities Act.
Appears in 2 contracts
Samples: Shareholder Agreement (360 Finance, Inc.), Shareholder Agreement (360 Finance, Inc.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.32.4, 3.4 2.5 or 3.5 2.6 with respect to any Registrable Securities proposed to be sold by a Holder Investor in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder Investor may then be sold under Rule 144 (i) in one transaction three (3) month period without exceeding the volume limitations thereunderthereunder or (ii) without volume limitations.
Appears in 2 contracts
Samples: Investor Rights Agreement (GDS Holdings LTD), Investor Rights Agreement (GDS Holdings LTD)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 3 and 4 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 3 or 4 more than seven (i) five (57) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, if in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under without registration in any three-month period pursuant to Rule 144 in one transaction without exceeding promulgated under the volume limitations thereunderSecurities Act.
Appears in 2 contracts
Samples: Registration Agreement, Registration Agreement (eFuture Information Technology Inc.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 SECTION 1.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to SECTION 1.3 more than two years (i) five (52) years after the consummation date of a Qualified IPOthis Warrant, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (National Coal Corp)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 3.1 and 3.2 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) registration pursuant to Section 3.1 or 3.2 more than five (5) years after the consummation of a Qualified IPO, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 this Section 1 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 1(b), (ic) or (d) more than five (5) years after the consummation date of a Qualified IPO, this Agreement or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a any Holder may then be sold under Rule 144 in one a single transaction without exceeding the volume limitations limits thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.32, 3.4 3 or 3.5 4 of this Exhibit C with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 2.2 or 3.5 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 2.2 or 2.3 more than three (i) five (53) years after the consummation date of a Qualified IPO, or (ii)the exercise of either Warrant or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction any three month period without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Accom Inc)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 Clauses 24.3 and 24.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 3.2 or 3.5 3.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Sections 3.2 or 3.3 more than seven (i) five (57) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.33, 3.4 or 3.5 4 and 5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Sections 3, 4 or 5 more than two (i) five (52) years after the consummation expiration of a Qualified IPOthe Lock-up Period, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under without registration in any ninety (90) day period pursuant to Rule 144 in one transaction without exceeding promulgated under the volume limitations thereunderSecurities Act.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.34.4, 3.4 4.5 or 3.5 4.6 with respect to any Registrable Securities proposed to be sold by a Holder the Investor in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder the Investor may then be sold under Rule 144 (i) in one transaction three (3) month period without exceeding the volume limitations thereunderthereunder or (ii) without volume limitations.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 Section 1 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) registration pursuant to Section 1.2, 1.3 or 1.4 more than five (5) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Investor Rights Agreement (Rattlesnake Holding Co Inc)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, IPO or (ii), ) if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder, assuming such Holder is an affiliate for purposes of Rule 144.
Appears in 1 contract
Samples: Subscription and Contribution Agreement (Mecox Lane LTD)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.35.03, 3.4 5.04 or 3.5 5.05 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Shareholder Agreement (Puxin LTD)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five two (52) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Shareholder Agreement (Yunji Inc.)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 3.2 or 3.5 3.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) registration pursuant to Sections 3.2 or 3.3 more than five (5) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have ---------------------------------------- no obligations pursuant to Sections 3.3, 3.4 or 3.5 this Section 7.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 7.3(b) or (ic) five more than three (53) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction any three- month period without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (CMG Information Services Inc)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 2 through 4 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 2, 3 or 4 more than seven (i) five (57) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the The Company shall have no ---------------------------------------- obligations pursuant to Sections 3.3, 3.4 or 3.5 1.2 through 1.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering registration pursuant to Section 1.2, 1.3 or 1.4 more than seven (i) five (57) years after the consummation date of a Qualified IPOthis Agreement, or (ii)or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold beneficially owned by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.32.5, 3.4 2.6, or 3.5 2.7 with respect to any Registrable Securities proposed to be sold by a Holder in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, (ii) the closing of a Trade Sale, or (ii), if, in the opinion iii) where all shares of counsel to the Company, all such Registrable Securities proposed a Preferred Investor are eligible to be sold by a Holder may then be sold without restriction under Rule 144 in one transaction without exceeding the volume limitations thereunder144(k) within any 120-day period.
Appears in 1 contract
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.32.01, 3.4 2.02 or 3.5 2.03 with respect to any Registrable Securities proposed to be sold by a Holder any Investor in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder such Investor may then be sold under Rule 144 (i) in one transaction three (3) month period without exceeding the volume limitations thereunderthereunder or (ii) without volume limitations.
Appears in 1 contract
Samples: Series B Preferred Share Subscription Agreement (GDS Holdings LTD)
Termination of the Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 3.34.7, 3.4 4.8 or 3.5 4.9 with respect to any Registrable Securities proposed to be sold by a Holder Investor in a registered public offering (i) five (5) years after the consummation of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder Investor may then be sold under Rule 144 (i) in one transaction three (3) month period without exceeding the volume limitations thereunderthereunder or (ii) without volume limitations.
Appears in 1 contract