Termination of Right of Co-Sale Sample Clauses

Termination of Right of Co-Sale. Notwithstanding anything in this ------------------------------- Section to the contrary, the rights of first refusal and of co-sale shall terminate on the earlier of (i) the closing date of the Company's IPO; or (ii) as to any Stockholder at such time as such Stockholder holds less than 2.5% of the total number of shares of Common Stock held by all Stockholders (after giving effect to the conversion of all shares of Preferred Stock held by all Stockholders).
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Termination of Right of Co-Sale. Notwithstanding anything in this Section 4 to the contrary, the right of co-sale shall terminate upon (and shall not be applicable with respect to) the earlier of (i) the closing of the Company's initial firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, (ii) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of the Company's capital stock for securities or consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, or (iii) such time as the Purchasers hold an aggregate of less than 1,000,000 (appropriately adjusted for stock splits, dividends, recapitalizations and similar events) Shares and Conversion Shares.
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Termination of Right of Co-Sale. The Right of Co-Sale shall terminate on the first to occur of (i) the closing of the initial firm commitment public offering of the Company's securities pursuant to a registration statement filed under the Securities Act of 1933 and resulting in the conversion of all outstanding Series A, Series B, Series C and Series D Stock into Common Stock pursuant to the Company's Restated Certificate of Incorporation (an "IPO"), as amended or (ii) a merger of the Company with or into any other corporation, a reorganization of the Company or the sale of all or substantially all of the assets of the Company to any other person or entity, in a transaction in which the stockholders of the Company immediately before the transaction own immediately after the transaction less than a majority of the outstanding voting securities of the surviving entity (or its parent).
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Termination of Right of Co-Sale. The covenants set forth in Section 3 shall terminate and be of no further force or effect upon the earlier of (i) immediately before the consummation of the Qualified Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; or (iv) as to any Junior Series A Preferred Holder, if such Junior Series A Preferred Holders fails to fully exercise its rights pursuant to Section 3.
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Termination of Right of Co-Sale. Notwithstanding anything in this Section 3 to the contrary, the right of co-sale described in Section 3(a) shall terminate upon the earlier of (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-l under the Act, covering the offer and sale of the Company's Common Stock to the general public resulting in gross proceeds to the Company of at least $7,500,000 and at a price per share to the public of at least $3.40 (as appropriately adjusted for stock splits, stock dividends, combinations, reclassifications and similar events) (a "Qualified Public Offering"); or (ii) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of the Company's capital stock for securities or consideration issued, or caused to be issued, by the acquiring entity or its subsidiary.
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Termination of Right of Co-Sale. Notwithstanding anything in this Section 5 to the contrary, the rights of co-sale shall terminate on the closing of the Company's Qualified Public Offering.
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Termination of Right of Co-Sale. The right of co-sale of the Investors hereunder will terminate immediately prior to the closing of the IPO, if not terminated earlier by termination of this Agreement.
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Termination of Right of Co-Sale. The right of co-sale of the Holders hereunder will terminate five (5) years after the Effective Date.
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Related to Termination of Right of Co-Sale

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

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