Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 28 contracts
Sources: Right of First Refusal Agreement (Ondas Inc.), Right of First Refusal and Co Sale Agreement (ETHZilla Corp), License Agreement (Promicell, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or ) (b) pursuant to a Deemed Liquidation Event (as defined in the Company’s Restated Certificate)Certificate of Incorporation or (c) pursuant to a SPAC Transaction.
Appears in 12 contracts
Sources: Contribution and Exchange Agreement (Furneaux Carol), Contribution and Exchange Agreement (RiverRoad Capital Partners, LLC), Contribution and Exchange Agreement (Steinberg Michael)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 6 contracts
Sources: Right of First Refusal and Co Sale Agreement (Basil Street Cafe, Inc.), Right of First Refusal and Co Sale Agreement (Basil Street Cafe, Inc.), Right of First Refusal and Co Sale Agreement (Receptos, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 5 contracts
Sources: Right of First Refusal and Co Sale Agreement (PureTech Health PLC), Right of First Refusal and Co Sale Agreement (Nephros Inc), Right of First Refusal and Co Sale Agreement (SeqLL, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 4 contracts
Sources: Right of First Refusal and Co Sale Agreement (M&m Media, Inc.), Right of First Refusal and Co Sale Agreement (Caribou Biosciences, Inc.), Right of First Refusal and Co Sale Agreement (Caribou Biosciences, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”)amended; or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 4 contracts
Sources: Right of First Refusal and Co Sale Agreement (PureTech Health PLC), Right of First Refusal and Co Sale Agreement (PureTech Health PLC), Right of First Refusal and Co Sale Agreement (PureTech Health PLC)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended amended, or pursuant to a qualified offering statement under Regulation A (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 3 contracts
Sources: Right of First Refusal and Co Sale Agreement (HyperSciences, Inc.), Right of First Refusal and Co Sale Agreement (HyperSciences, Inc.), Right of First Refusal and Co Sale Agreement (HyperSciences, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock Shares (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended amended, or a prospectus filed with any Canadian securities regulatory authorities (a “Public Offering”); an "IPO") or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 3 contracts
Sources: Subscription Agreement (Naqi Logix Inc.), Right of First Refusal and Co Sale Agreement (Naqi Logix Inc.), Right of First Refusal and Co Sale Agreement (Naqi Logix Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); , or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 3 contracts
Sources: Right of First Refusal and Co Sale Agreement (Cesca Therapeutics Inc.), Asset Acquisition Agreement (Cesca Therapeutics Inc.), Right of First Refusal and Co Sale Agreement (Cesca Therapeutics Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Certificate of Incorporation) or Change of Control.
Appears in 3 contracts
Sources: Right of First Refusal and Co Sale Agreement (Denim LA, Inc.), Right of First Refusal and Co Sale Agreement (Denim LA, Inc.), Right of First Refusal and Co Sale Agreement (Denim LA, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”)amended; or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Energy Exploration Technologies, Inc.), Right of First Refusal and Co Sale Agreement (Energy Exploration Technologies, Inc.), Right of First Refusal and Co Sale Agreement (Provention Bio, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 3 contracts
Sources: Right of First Refusal and Co Sale Agreement (ASP Isotopes Inc.), Right of First Refusal and Co Sale Agreement (Comstock Inc.), Right of First Refusal and Co Sale Agreement (Rogue Baron PLC)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement or qualified offering statement (i.e., Regulation A) under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Incorporation).
Appears in 3 contracts
Sources: Right of First Refusal and Co Sale Agreement (Stronghold Digital Mining, Inc.), Right of First Refusal and Co Sale Agreement (Stronghold Digital Mining, Inc.), Right of First Refusal and Co Sale Agreement (Greenidge Generation Holdings Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); amended, or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Articles of Incorporation).
Appears in 2 contracts
Sources: Right of First Offer and Co Sale Agreement (Benefitfocus,Inc.), Right of First Offer and Co Sale Agreement (Benefitfocus,Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); Qualified IPO or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Incorporation).
Appears in 2 contracts
Sources: Stockholders’ Agreement, Stockholders’ Agreement (Histogenics Corp)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateSeries D Certificate of Designation).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (FWHC Holdings, LLC), Right of First Refusal and Co Sale Agreement (H-Cyte, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in section 2.3 of part B of Article Fourth of the Restated CertificateCertificate of Incorporation).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement, Right of First Refusal and Co Sale Agreement (Coskata, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateArticles).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (Hammitt, Inc.), Right of First Refusal and Co Sale Agreement (Hammitt, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended amended, (a “Public Offering”); or (b) to the public in an offering pursuant to a Deemed Liquidation Event qualified offering statement under an exemption to the Securities Act of 1933, as amended, under Regulation A (as defined in the Restated Certificatea “Regulation A Offering”).
Appears in 2 contracts
Sources: Voting Agreement (Facible BioDiagnostics, Inc.), Voting Agreement (Facible BioDiagnostics, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Second Restated Certificate).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (Anterios Inc), Right of First Refusal and Co Sale Agreement (Anterios Inc)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 2 contracts
Sources: Right of First Refusal (Sherman a Haag), Right of First Refusal (Sherman a Haag)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); amended, or (b) pursuant to a Deemed Liquidation Event (as defined in the Company’s Sixth Amended and Restated CertificateCertificate of Incorporation, as it may be amended and/or restated from time to time (the “Charter”)).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (Yext, Inc.), Right of First Refusal and Co Sale Agreement (Yext, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Company’s Restated Certificate).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (Lantern Pharma Inc.), Right of First Refusal and Co Sale Agreement (Lantern Pharma Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a “Deemed Liquidation Event Event” (as defined in the Restated Certificate).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (Gryphon Online Safety, Inc.), Right of First Refusal and Co Sale Agreement (Gryphon Online Safety, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 2 contracts
Sources: Right of First Refusal and Co Sale Agreement (PureTech Health PLC), Right of First Refusal and Co Sale Agreement (BigCommerce Holdings, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (ai) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (bii) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Heatwurx, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under a Qualified Public Offering (as defined in the Securities Act of 1933, as amended (a “Public Offering”); Restated Certificate) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (OvaScience, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Incorporation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (BioAtla, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended amended, including without any limitation a registration statement filed in connection with a SPAC Transaction (as defined in the Warrants) (a “Public Offering”); , or (b) in reliance upon the provisions of Rule 144 promulgated pursuant to a Deemed Liquidation Event (the Securities Act of 1933, as defined in the Restated Certificate)amended.
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Industrial Tech Acquisitions II, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “"Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate").
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Blackboxstocks Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock Units (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Dissolution Event (as defined in the Restated CertificateOperating Agreement).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Context Therapeutics LLC)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 1 contract
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement or qualified offering statement (i.e., Regulation A) under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Designations of the Series C Preferred Stock).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Applied Blockchain, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Liquidity Event (as defined in the Company’s Amended and Restated CertificateCertificate of Incorporation).
Appears in 1 contract
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); amended, or (b) pursuant to a Deemed Liquidation Event (as defined in the Company’s Amended and Restated CertificateArticles of Incorporation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Proto Labs Inc)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock Stock: (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (ASP Isotopes Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock Shares (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended amended, or a prospectus filed with any Canadian securities regulatory authorities (a an “Public OfferingIPO”); ) or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Shackelford Pharma Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)liquidation event.
Appears in 1 contract
Sources: Right of Co Sale Agreement (THT Heat Transfer Technology, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).
Appears in 1 contract
Sources: Right of First Refusal Agreement (Virtuix Holdings Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event Transaction (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Constellation Alpha Capital Corp.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Incorporation).
Appears in 1 contract
Sources: Investor Rights Agreement (NextPlay Technologies Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Articles of Incorporation).
Appears in 1 contract
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 (Agreement Among the Company, the Investors and the Key Holder) shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 1 contract
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event deemed liquidation event (as defined in the Restated CertificateAmended Articles).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Athena Bitcoin Global)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 Sections 2.1 and 2.2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); , or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate)Event.
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Bitgo Holdings, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Designation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Adamas One Corp.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement or qualified offering statement (i.e., Regulation A) under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCertificate of Designations of the Series D Preferred Stock).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Applied Blockchain, Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Company’s Restated CertificateCharter).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Groundfloor Finance Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); amended, or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (Axcella Health Inc.)
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (ai) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); ) or (bii) pursuant to a Deemed Liquidation Event (as defined in any voluntary or involuntary liquidation, dissolution or winding up of the Restated Certificate)affairs of the Company.
Appears in 1 contract
Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”)amended; or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated CertificateCompany’s Certificate of Incorporation).
Appears in 1 contract
Sources: Right of First Refusal and Co Sale Agreement (iBio, Inc.)