Common use of Termination and Waiver of Rights of First Refusal Clause in Contracts

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 5 shall not apply to, and shall terminate upon the earlier of, (i) the effective date of the registration statement pertaining to the Company’s Qualified Public Offering or (ii) an Acquisition. Notwithstanding Section 6.5 hereof, the rights of first refusal established by this Section 5 may be amended, or any provision waived only by a written instrument duly executed by the Company and Major Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of Preferred Stock held by all Major Investors, or as permitted by Section 6.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 5 4 shall not apply to, and shall terminate upon the earlier of, of (i) the effective date of the registration statement pertaining to an underwritten public offering of Common Stock which results in all the Company’s Qualified Public Offering Preferred Stock being converted into Common Stock, or (ii) an Acquisitiona Change in Control. Notwithstanding Section 6.5 hereof, the The rights of first refusal established by this Section 5 4 may be amended, or any provision waived only by a with the written instrument duly executed by consent of the Company and Major Preferred Stock Investors holding a majority at least sixty-five percent (65%) of the shares of Common Stock issued or issuable upon conversion of Preferred Stock Registrable Securities then outstanding and held by all Major of the Preferred Stock Investors, or as permitted by Section 6.55.5.