Waiver and Termination of Certain Rights Sample Clauses

Waiver and Termination of Certain Rights a. Effective at the Conversion Time, SIBL and XxXxxxxx each hereby irrevocably waives all rights that it or he may have pursuant to any shares of preferred stock of the Company, and any agreement with the Company relating thereto, including any securities purchase agreement, registration rights agreement, shareholders agreement or otherwise, whether or not such agreement is referenced herein, to acquire any equity interest in the Company, other than as is to be issued to SIBL or XxXxxxxx, as the case may be, hereunder. Without limitation of the generality of the foregoing, effective at the Conversion Time, SIBL and XxXxxxxx each hereby irrevocably waives all of its preemptive rights, participation rights, rights of co-sale or first refusal, registration rights, or any other similar rights that SIBL or XxXxxxxx, as the case may be, may have pursuant to any Preferred Shares or XxXxxxxx Shares, as the case may be, or such agreements, which rights (if any) shall, at such time, hereby be forever terminated.
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Waiver and Termination of Certain Rights. (a) Effective at the Conversion Time, XxXxxxxx hereby irrevocably waives all rights that he may have pursuant to any shares of preferred stock of the Company, and any agreement with the Company relating thereto, including any securities purchase agreement, registration rights agreement, shareholders agreement or otherwise, whether or not such agreement is referenced herein, to acquire any Equity Interest in the Company, other than as is to be issued to XxXxxxxx hereunder. Without limitation of the generality of the foregoing, effective at the Conversion Time, XxXxxxxx hereby irrevocably waives all of his preemptive rights, participation rights, rights of co-sale or first refusal, registration rights, or any other similar rights that XxXxxxxx may have pursuant to any Preferred Shares, or any such agreements, which rights (if any) shall, at such time, hereby be forever terminated.
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Waiver and Termination of Certain Rights. (a) SIBL hereby irrevocably waives all rights that it may have pursuant to any shares of preferred stock of the Company, and any agreement with the Company relating thereto, including any securities purchase agreement, registration rights agreement, shareholders agreement or otherwise, whether or not such agreement is referenced herein, to acquire any Equity Interest in the Company, other than as is to be issued to SIBL hereunder. Without limitation of the generality of the foregoing, SIBL hereby irrevocably waives all of its preemptive rights, participation rights, rights of co-sale or first refusal, registration rights, or any other similar rights that SIBL may have pursuant to any Preferred Shares or any such agreements, which rights (if any) shall, at such time, hereby be forever terminated (for avoidance of doubt, the forgoing waiver shall not apply to any Related Agreement, including the Registration Rights Agreement being entered into in connection with the Transactions).
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Waiver and Termination of Certain Rights 
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Related to Waiver and Termination of Certain Rights

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Termination of Certain Covenants The covenants set forth in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering (as defined in the Restated Certificate) or (ii) a Liquidation Event (as defined in the Restated Certificate).

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Notification of Certain Matters From the date hereof through the ------------------------------- Closing, Buyer or Parent shall give prompt notice to Seller and the Company of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Buyer or Parent contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Buyer or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. From the date hereof through the Closing, Seller and the Company shall give prompt notice to Buyer or Parent of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Seller or Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Seller or Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

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