Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will terminate and will be of no further force and effect immediately and automatically upon the earlier of (a) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Inari Medical, Inc.), Investors’ Rights Agreement (Inari Medical, Inc.)

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Termination of Covenants. The covenants rights set forth in this Section 2, except for Sections 2.8 and 2.9, will 1 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier of (ai) a Qualified Public Offering and (b) a Change the closing of Control in which the first underwritten public offering of the Company’s stockholders receive consideration in securities pursuant to an effective registration statement filed by the form Company under the Securities Act or (ii) the date the Company otherwise becomes subject to the reporting requirements under Section 13 or 15(d) of cash and/or unrestricted securities that are actively traded on a national securities exchangethe Securities Exchange Act, as amended (the “Exchange Act”).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Bluearc Corp), Rights Agreement (Bluearc Corp)

Termination of Covenants. The covenants rights set forth in this Section 2, except for Sections 2.8 and 2.9, will 1 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier closing of (a) a Qualified Public Offering and (b) a Change public offering of Control in which the Company’s stockholders receive consideration in securities pursuant to an effective registration statement filed by the form Company under the Securities Act, as amended, or on the date the Company otherwise becomes subject to the reporting requirements under Section 13 or 15(d) of cash and/or unrestricted securities that are actively traded on a national securities exchangethe Securities Exchange Act of 1934, as amended (the “Exchange Act”), whichever first occurs.

Appears in 2 contracts

Samples: Rights Agreement (BioCardia, Inc.), Rights Agreement (BioCardia, Inc.)

Termination of Covenants. The covenants set forth in this Section 28 shall terminate when the sale of securities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange Act, except for Sections 2.8 and 2.9, will terminate and will be of no further force and effect immediately and automatically upon the earlier of (a) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangewhichever event shall first occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Versicor Inc /Ca), Stock Purchase Agreement (Versicor Inc /Ca)

Termination of Covenants. The covenants set forth in this Section 2Sections ------------------------ 6.1, except for Sections 2.8 6.2 and 2.9, will 6.3 shall terminate on and will be of no further force and or effect immediately and automatically upon the earlier of (ai) a Qualified Public Offering and (b) a Change the consummation of Control in which the Company’s stockholders receive consideration 's sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the form Securities Act, or (ii) the registration by the Company of cash and/or unrestricted a class of its equity securities that are actively traded on a national securities exchangeunder Section 12(b) or 12(g) of the Exchange Act.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Preview Systems Inc), Preferred Stock Purchase Agreement (Preview Systems Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 8.1 shall terminate as to Investors and 2.9, will terminate and will be of no further force and or effect immediately and automatically upon the earlier first sale of (a) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration 's Common Stock pursuant to a registration statement filed by the Company under the 1933 Act in connection with a firm commitment underwritten offering of such Common Stock to the form of cash and/or unrestricted securities that are actively traded on a national securities exchangegeneral public.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Iomed Inc), Preferred Stock Purchase Agreement (Iomed Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 6.5 ------------------------ through 6.8 shall terminate and will be of no further force and effect immediately and automatically upon (i) the earlier closing of an underwritten public offering of the Company's securities registered under the Securities Act, or (aii) upon any merger, consolidation, asset transfer or share exchange as a Qualified Public Offering and (b) a Change result of Control in which the Company’s stockholders receive consideration in shareholders of the form Company immediately prior to such transaction shall own less than 50% of cash and/or unrestricted the voting securities that are actively traded on a national securities exchangeof the surviving corporation.

Appears in 2 contracts

Samples: Development and Marketing Agreement (Enact Health Management Systems Inc), Development and Marketing Agreement (Enact Health Management Systems)

Termination of Covenants. The covenants rights set forth in this Section 2, except for Sections 2.8 and 2.9, will 1 shall terminate and will be of no further force and or effect immediately and automatically (i) upon the earlier closing of (a) a Qualified Public Offering and (b) a Change the initial public offering of Control in which the Company’s stockholders receive consideration securities pursuant to an effective registration statement filed under the Securities Act that results in the form automatic conversion of cash and/or unrestricted securities that are actively traded on a national securities exchangeall of the Company’s Preferred Stock, or (ii) at such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not exempt therefrom.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 8.1 and 2.9, will 8.2 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of section 13(a) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Software Net Corp), Preferred Stock Purchase Agreement (Software Net Corp)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2.7 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier consummation of (a) the sale of securities pursuant to a Qualified Public Offering and (b) a Change registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of Control in which its securities to the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangegeneral public.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Airgain Inc)

Termination of Covenants. The covenants set forth in this Section 2Sections 7.1, except for Sections 2.8 and 2.9, will 7.2 shall terminate as to Investors and will be of no further force and or effect immediately and automatically upon the earlier of to occur of: (ai) a Qualified Public Offering and or (bii) a Change when the Company first becomes subject to the periodic reporting requirements of Control in which Sections 12(g) or 15(d) of the Company’s stockholders receive consideration in the form Securities Exchange Act of cash and/or unrestricted securities that are actively traded on a national securities exchange1934, as amended.

Appears in 2 contracts

Samples: Investor Rights Agreement (Xcyte Therapies Inc), Investor Rights Agreement (Xcyte Therapies Inc)

Termination of Covenants. The covenants set forth in this Section 2Sections 7.1, except for Sections 2.8 and 2.9, will 7.2 shall terminate as to Investors and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form Securities Exchange Act of cash and/or unrestricted securities that are actively traded on a national securities exchange1934, whichever event shall first occur.

Appears in 2 contracts

Samples: Collaboration Agreement (Symyx Technologies Inc), Collaboration Agreement (Symyx Technologies Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 2.1(a) and 2.9, will Section 2.1(b) and in Section 2.4 through Section 2.6 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public is consummated, or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (RealD Inc.), Investors’ Rights Agreement (RealD Inc.)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 2.1 and 2.9, will 2.2 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of section 13 or 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Brightmail Inc)

Termination of Covenants. The covenants of the Company set forth in this Section 28 shall terminate in all respects on the date of the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement under the Securities Act, except for Sections 2.8 covering the offer and 2.9, will terminate and will be sale of no further force and effect immediately and automatically upon the earlier of (a) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in Common Stock, or at such time as the form Company is required to file reports pursuant to Section 13 or 15(d) of cash and/or unrestricted securities that are actively traded on a national securities exchangethe Securities Exchange Act of 1934, as amended, whichever shall occur first.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Lojack Corp)

Termination of Covenants. The covenants set forth in this subsections 9.1(a)(iii), (b) and (c) and Section 2, except for Sections 2.8 9.2 shall terminate as to Investors and 2.9, will terminate and will be of no further force and or effect immediately and automatically upon at such time as the earlier Company may become subject to the periodic reporting requirements of (aSection 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in 1934 Act, or register its Common Stock under Section 12 of the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Netsolve Inc)

Termination of Covenants. The Unless no longer applicable in accordance with the terms of such Section at an earlier date, the covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 3.01 shall in any event terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (a) securities pursuant to a Qualified registration statement filed by the Company under the Securities Act in connection with a Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeis consummated.

Appears in 1 contract

Samples: Investor Rights Agreement (Osiris Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 2.1 and 2.9, will 2.2 hereof shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of section 13(a) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investors’ Rights Agreement (St Francis Medical Technologies Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2.1 through 2.10 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier consummation of (a) the sale of securities pursuant to a Qualified Public Offering and (b) registration statement filed by the Company under the Act in connection with a Change firm commitment underwritten offering of Control in which its securities to the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangegeneral public.

Appears in 1 contract

Samples: Investor Rights Agreement (Medicalogic Inc)

Termination of Covenants. The covenants set forth in this Section 26.1, except for Sections 2.8 Section 6.2 and 2.9, will Section 6.3 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Egroups Inc)

Termination of Covenants. The covenants set forth in this Section 2Sections 7.1, except for Sections 2.8 ------------------------ 7.2 and 2.9, will 7.3 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier Company has registered a class of securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (a) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange"1934 Act").

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Peritus Software Services Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 2 shall terminate as to Investors and 2.9, will terminate and will be of no further force and or effect immediately and automatically upon (i) when the earlier sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company is subject to the requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur or (aii) a Qualified Public Offering and (b) a Change as to any Investor, or transferee or assignee of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange.such Investor, who

Appears in 1 contract

Samples: Investors' Rights Agreement (Micro Therapeutics Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 7 ------------------------ shall terminate and will be of no further force and or effect immediately and automatically upon at such time as the earlier Company is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (a) a Qualified Public Offering and (b) a Change "Exchange Act"), as amended or Purchaser owns less than 10% of Control in which the Company’s stockholders receive consideration in outstanding Common Stock of the form of cash and/or unrestricted securities that are actively traded Company on a national securities exchangean "as-converted to common" basis, excluding unexercised options or warrants.

Appears in 1 contract

Samples: Agreement (Intek Information Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2 shall terminate and will be of no further force and or effect immediately and automatically following the Company's Initial Public Offering, when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, or upon any action which results in the earlier sale conveyance or other disposition or encumbrance of (a) all or substantially all of the Company's property or business or a Qualified Public Offering and (b) a Change of Control merger transactions in which 50% or more of the Company’s stockholders receive consideration in the form voting power is disposed of cash and/or unrestricted securities that are actively traded on a national securities exchangewhichever event shall first occur.

Appears in 1 contract

Samples: Rights Agreement (Selectica Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2(a) shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the first firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investor Rights Agreement (Comscore, Inc.)

Termination of Covenants. The covenants set forth in this Section 2Sections ------------------------ 6.1, except for Sections 2.8 6.2 6.3, 6.5 and 2.9, will 6.6 shall terminate on and will be of no further force and or effect immediately and automatically upon the earlier of (ai) a Qualified Public Offering and (b) a Change the consummation of Control in which the Company’s stockholders receive consideration 's sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the form Securities Act, or (ii) the registration by the Company of cash and/or unrestricted a class of its equity securities that are actively traded on a national securities exchangeunder Section 12(b) or 12(g) of the Exchange Act.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Preview Systems Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated, provided that the covenants in this Section 2 other then Section 2.1 shall also terminate when the Company first becomes subject to the periodic reporting requirements of section 13 or 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investors’ Rights Agreement (NeurogesX Inc)

Termination of Covenants. The Subject to their earlier termination pursuant to the specific terms of each Section, the covenants set forth in this Section 2, except for Sections 2.8 2 shall terminate as to Investors and 2.9, will terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investors' Rights Agreement (Skydesk Inc)

Termination of Covenants. The Unless no longer applicable in accordance with the terms of such Section at an earlier date, the covenants set forth in this Section 2Sections 5.01, except for Sections 2.8 5.02 and 2.9, will 5.03 shall in any event terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (a) securities pursuant to a Qualified registration statement filed by the Company under the Securities Act in connection with a Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeis consummated.

Appears in 1 contract

Samples: Investor Rights Agreement (Osiris Therapeutics, Inc.)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will ------------------------ 3 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Section 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form Securities Exchange Act of cash and/or unrestricted securities that are actively traded on a national securities exchange1934, whichever event shall first occur.

Appears in 1 contract

Samples: Stockholder Rights Agreement (R2 Technology Inc)

Termination of Covenants. The covenants set forth in this Sections 2.1 ------------------------ through Section 2, except for Sections 2.8 2.4 shall terminate as to each Investor and 2.9, will terminate and will be of no further force and or effect immediately prior to the consummation of the Company's initial public offering of shares of its Common Stock registered under the Securities Act. The covenants set forth in Sections 2.1 and automatically upon 2.2 shall terminate as to each Investor and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier of than the events described in (a) a Qualified Public Offering and or (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeabove.

Appears in 1 contract

Samples: Rights Agreement (Vascular Solutions Inc)

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Termination of Covenants. The covenants set forth in this Section 29.1 shall terminate when the sale of securities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange Act, except for Sections 2.8 and 2.9, will terminate and will be of no further force and effect immediately and automatically upon the earlier of (a) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangewhichever event shall first occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Osiris Therapeutics Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Newgistics, Inc)

Termination of Covenants. The covenants set forth in this Section 2Sections 2.1, except for Sections 2.8 ------------------------ 2.2, 2.4, 2.6 and 2.9, will 2.7 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of section 13 or 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur .

Appears in 1 contract

Samples: Rights Agreement (Egain Communications Corp)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 3 ------------------------ shall terminate on and 2.9, will terminate and will be of no further force and or effect immediately and automatically upon the earlier of (ai) a Qualified Public Offering and (b) a Change the consummation of Control the Company's sale of shares of its Common Stock in an underwritten public offering pursuant to an effective registration statement filed under the Securities Act, immediately subsequent to which the Company’s stockholders receive consideration in Company shall be obligated to file annual and quarterly reports with the form Commission pursuant to Section 13 or 15(d) of cash and/or unrestricted securities that are actively traded on a national securities exchange.the Securities Exchange Act of 1934 (the "Exchange Act") or

Appears in 1 contract

Samples: Rights Agreement (Neomagic Corp)

Termination of Covenants. The covenants rights set forth in this Section 2Sections 1.1, except for Sections 2.8 1.2 and 2.9, will 1.3 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier closing of (a) a Qualified Public Offering and (b) a Change public offering of Control in which the Company’s stockholders receive consideration in 's securities pursuant to an effective registration statement filed by the form Company under the Securities Act of cash and/or unrestricted securities that are actively traded 1933, as amended, or on a national securities exchangethe date the Company otherwise becomes subject to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act, as amended, whichever first occurs.

Appears in 1 contract

Samples: Investors Rights Agreement (Triton Network Systems Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 ------------------------ 2.1 and 2.9, will 2.2 hereof shall terminate and will be of no further force and or effect immediately and automatically upon the earlier of (ai) when the sale of securities pursuant to a Qualified Public Offering and registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or (bii) a Change when the Company first becomes subject to the periodic reporting requirements of Control in which Section 13(a) or 15(d) of the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act.

Appears in 1 contract

Samples: Investors' Rights Agreement (Pointshare Corp)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will C(1) above shall terminate and will be of no further force and or effect immediately and automatically upon the earlier consummation of (athe IPO or the Company first becomes subject to the periodic reporting requirements of section 13(a) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form Securities Exchange Act of cash and/or unrestricted securities that are actively traded on a national securities exchange1934, as amended, whichever event shall first occur.

Appears in 1 contract

Samples: Common Stock and Warrants Subscription Agreement (Software Net Corp)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 2.1 and 2.9, will 2.2 shall terminate as to Investors and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Rights Agreement (Globespan Semiconductor Inc)

Termination of Covenants. The covenants set forth in this Section 2Sections 2.1, except for Sections 2.8 ------------------------ 2.2, 2.4, 2.6 and 2.9, will 2.7 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of section 13 or 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeExchange Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investors' Rights Agreement (Egain Communications Corp)

Termination of Covenants. The covenants set forth contained in this Section 2, except for Sections 2.8 and 2.9, will Agreement shall terminate and will be of no further force and or effect (i) immediately and automatically upon before the earlier consummation of an initial public offering; or (aii) a Qualified Public Offering and when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended. The covenants contained herein shall also terminate if the Company completes an equity financing resulting in gross proceeds to the Company of at least $500,000 (b) a Change excluding the conversion of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeany convertible debt).

Appears in 1 contract

Samples: Investors’ Rights Agreement

Termination of Covenants. The covenants set forth in this Section 2Sections 8.1, except for Sections 2.8 8.2 and 2.9, will 8.5 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Section 13(a) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange.Exchange

Appears in 1 contract

Samples: Stock Purchase Agreement (Biosite Diagnostics Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9other than the provisions of Section 2.11, will shall terminate and will be of no further force and or effect immediately and automatically upon the earlier of (a) a Qualified Public Offering and upon the consummation of the Company’s Initial Offering, (b) at such time as the Company becomes subject to the reporting provisions of the Securities Exchange Act of 1934, as amended, or (c) upon the consummation of a Change of Control Liquidation Event or a Deemed Liquidation (in which the Company’s stockholders receive consideration each case, as defined in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeRestated Charter).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Box Inc)

Termination of Covenants. The covenants set forth in this Section 2Sections 8.1, except for Sections 2.8 8.2 and 2.9, will 8.3 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier registration of (athe Common Stock of Company under the Securities Exchange Act of 1934, or upon Company being required to file reports with the SEC under Section 15(d) a Qualified Public Offering and (b) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangesuch act.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Redneck Foods Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will subsections 2.1(b) through 2.9 (other than subsection 2.7) shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Rights Agreement (Introbiotics Phamaceuticals Inc)

Termination of Covenants. The covenants set forth in this Section 2------------------------ 2.1, except for Sections 2.8 Section 2.2, Section 2.4 and 2.9, will Section 2.5 shall terminate as to the Investors and will the Founders and be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Rights Agreement (Cacheflow Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 and 2.9, will 2 shall terminate and will be of no further force and or effect immediately and automatically (i) upon the earlier consummation of (a) a Qualified Public Offering and (b) a Change public offering of Control securities by the Company in which all Preferred Stock then outstanding automatically converts into Common Stock under the Company’s stockholders receive consideration in terms of the form Restated Certificate, or (ii) for purposes of cash and/or unrestricted securities that are actively traded on a national securities exchangeSections 2.1 and 2.2 only, at such time as the Company becomes subject to the reporting provisions of the 1934 Act.

Appears in 1 contract

Samples: Investor Rights Agreement (Trulia, Inc.)

Termination of Covenants. The covenants set forth in this ------------------------ Section 2, except for Sections 2.8 and 2.9, will 2 shall terminate and will be of no further force and or effect immediately and automatically upon when the earlier sale of (asecurities to the general public pursuant to a registration statement filed by the Company under the Securities Act is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Securities Act, whichever event shall first occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Webb Interactive Services Inc)

Termination of Covenants. The covenants set forth in this Section 2, except for Sections 2.8 3.1 and 2.9, will 3.2 shall terminate as to Investors and will be of no further force and or effect immediately and automatically upon when the earlier first sale of (asecurities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) a Qualified Public Offering and (bor 15(d) a Change of Control in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchange1934 Act, whichever event shall first occur.

Appears in 1 contract

Samples: Investor Rights Agreement (Digitalthink Inc)

Termination of Covenants. The covenants obligations of the Company set forth in this Section 2, except for Sections 2.8 9.1 and 2.9, will 9.2 shall terminate and will be of no further force and or effect immediately and automatically upon the earlier of: (i) the closing of an underwritten public offering pursuant to an effective registration statement under the Securities Act, or (aii) a Qualified Public Offering and (b) a Change at such time the Company is required to file reports pursuant to Section 13 of Control the Securities Exchange Act of 1934, as amended. The confidentiality provisions set forth in which the Company’s stockholders receive consideration in the form of cash and/or unrestricted securities that are actively traded on a national securities exchangeSection 9.3 survive any such termination.

Appears in 1 contract

Samples: Registration Rights Agreement (LXN Corp)

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