Common use of Termination of Information Rights Clause in Contracts

Termination of Information Rights. The covenants set forth in Subsection 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Rubius Therapeutics, Inc.), Investors’ Rights Agreement (Rubius Therapeutics, Inc.)

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Termination of Information Rights. The covenants set forth in Subsection 3.1 and Subsection Subsections 3.1, through 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Scholar Rock Holding Corp), Investors’ Rights Agreement (Scholar Rock Holding Corp)

Termination of Information Rights. The covenants set forth in Subsection 3.1 Section 3.1, Section 3.2 and Subsection 3.2 Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate Articles of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors Investor in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless or if the Investors receive Investor receives financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 1 contract

Samples: Investor Rights Agreement (DeepPower, Inc.)

Termination of Information Rights. The covenants set forth in Subsection 3.1 Section 3.1, Section 3.2 and Subsection 3.2 Section 3.3 shall terminate and be of no further force or effect immediately prior to (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iiic) immediately before the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iiic), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless or if the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Ventyx Biosciences, Inc.)

Termination of Information Rights. The covenants set forth in Subsection Sections 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Gemini Therapeutics, Inc. /DE)

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Termination of Information Rights. The covenants set forth in Subsection Sections 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Major Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Frequency Therapeutics, Inc.)

Termination of Information Rights. The covenants set forth in Subsection 3.1 Subsections 3.1, 3.2 and Subsection 3.2 3.4 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before upon the closing of a Deemed Liquidation Event, as such term is defined in or (iv) upon the Company’s Certificate closing of Incorporationa SPAC Transaction, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section Subsection 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless or if the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section Subsection 3.1.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Alto Neuroscience, Inc.)

Termination of Information Rights. The covenants set forth in Subsection Section 3.1 and Subsection Section 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors Investor in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless or if the Investors receive Investor receives financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1.

Appears in 1 contract

Samples: Investor Rights Agreement (CancerVAX, Inc.)

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