Common use of Termination of Rights Clause in Contracts

Termination of Rights. The rights of any particular Holder under Sections 2 and 3 hereof shall terminate as to any Holder at the earlier of (i) the date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities.

Appears in 3 contracts

Samples: Rights Agreement (Alimera Sciences Inc), Rights Agreement (Alimera Sciences Inc), Rights Agreement (Alimera Sciences Inc)

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Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4 and 3 hereof 1.5 shall terminate as with respect to any such Holder at upon the earlier of (i) the date five three (53) years following the closing consummation of a Qualified Public Offering (as defined below)the Company’s IPO, or (ii) the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day within a three (3) month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities144.

Appears in 3 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Inspire Medical Systems, Inc.), Investor Rights Agreement (Inspire Medical Systems, Inc.)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4 and 3 hereof 1.5 and the Company’s obligations under Section 1.15 shall terminate as with respect to any such Holder at upon the earlier of (i) the date five (5) years following the closing consummation of a Qualified Public Offering (as defined below)the Company’s IPO, or (ii) the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day within a three (3) month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act144, without reference to Rule 144(k), so long or (iii) after the consummation of a Liquidation (as defined in the Company has completed its initial public offering and such Holder holds less than one percent (1%) Certificate of the Company’s equity securitiesIncorporation.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tetralogic Pharmaceuticals Corp), Investor Rights Agreement (Tetralogic Pharmaceuticals Corp)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4, and 3 hereof 1.5 shall terminate as with respect to any such Holder at upon the earlier to occur of (i) the date five (5) years following year anniversary of the closing effective date of a Qualified Public Offering (as defined below), the IPO or (ii) the date when all Registrable Securities held by such Holder is able to dispose of all of its Registrable Securities in any 90-day period may be sold immediately pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities144.

Appears in 2 contracts

Samples: Rights Agreement (Complete Genomics Inc), Investor Rights Agreement (Complete Genomics Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4 and 3 hereof 1.5 shall terminate as with respect to any such Holder at upon the earlier of (i) the date five (5) years following the closing consummation of a Qualified Public Offering (as defined below), the Company’s IPO or (ii) the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day within a three (3) month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act144, without reference to Rule 144(k), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tetralogic Pharmaceuticals Corp), Investor Rights Agreement (Tetralogic Pharmaceuticals Corp)

Termination of Rights. The rights of any particular Holder under Sections 2 and this Section 3 hereof shall terminate as to any Holder at on the earlier of (ia) the date that is five (5) years following after the closing of a Qualified Public Offering (as defined below)an IPO, or (iib) the date on which such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Securities Act), so long as the Company has completed its initial public offering IPO and such Holder holds less than one percent (1%) of the Company’s then-outstanding equity securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Viamet Pharmaceuticals Holdings LLC)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4, and 3 hereof 1.5 shall terminate as with respect to any such Holder at after the earlier of (i) the date five fourth (54th) years following anniversary of the closing consummation of a Qualified Public Offering (as defined below)an IPO in which all Preferred Stock and all Notes are converted into Common Stock, or (ii) with respect to any Holder, at such time after an IPO as Rule 144 or another similar exemption under the date such Holder Securities Act is able to dispose available for the sale of all of its Registrable Securities in any 90such Holder’s shares during a three-day month period pursuant to SEC Rule 144 without registration or (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%iii) upon termination of the Company’s equity securitiesAgreement as provided herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Fate Therapeutics Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4 and 3 hereof 1.5 shall terminate as (i) six years following the consummation of the IPO and (ii) with respect to any Holder at the earlier of (i) the date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day within a three month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities144.

Appears in 1 contract

Samples: Investor Rights Agreement (Intermolecular Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.5, 1.6 and 3 hereof 1.7 shall terminate as with respect to any such Holder at on the earlier of date when (i) the date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date such Holder is able to dispose of can sell all of its Registrable Securities pursuant to Rule 144(k) or similar or successor Rule; (ii) such Holder can sell all of its Registrable Securities pursuant to Rule 144 in any single 90-day period pursuant to SEC Rule 144 period; or (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent iii) six (1%6) of years after the Company’s equity securitiesInitial Public Offering.

Appears in 1 contract

Samples: Investor Rights Agreement (Volcano CORP)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections Section 2 and 3 hereof shall terminate as to any such Holder at upon the earlier later to occur of (i) three (3) years after the date five (5) years following of the closing of a Qualified Public Offering (as defined below), or (ii) the date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities.Initial Offering or

Appears in 1 contract

Samples: Rights Agreement (Liposcience Inc)

Termination of Rights. The rights of any particular Holder to --------------------- cause the Company to register Registrable Securities under Sections 2 2.5, 2.6 and 3 hereof 2.7 shall terminate as with respect to any such Holder at on the earlier of (i) the date when all of such Holder's Registrable Securities may be sold pursuant to Rule 144(k) or similar or successor Rule and (ii) the date five (5) years following after the closing of a Qualified Public Offering (as defined below), or (ii) the effective date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities's Initial Public Offering.

Appears in 1 contract

Samples: Rights Agreement (Usweb Corp)

Termination of Rights. The rights of any particular Holder to cause the Company to Register securities under Sections 2 5.1, 5.2 and 3 hereof 6 shall terminate ten (10) years after the effective date of the Company's initial public offering or, as to any Holder Holder, such earlier time at the earlier of (i) the date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date which all Registrable Securities held by such Holder is able to dispose (and any affiliate of all of the Holder with whom such Holder must aggregate its Registrable Securities sales under Rule 144) can be sold in any 90-day three (3) month period pursuant to SEC without registration in compliance with Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitiesAct.

Appears in 1 contract

Samples: Investor Rights Agreement (Homegrocer Com Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4 and 3 hereof 1.5 shall terminate as with respect to any such Holder at upon the earlier of (i) the date five (5) years following the closing consummation of a Qualified Public Offering (as defined below)Offering, or (ii) when, after the date Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act, such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day within a three month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities144.

Appears in 1 contract

Samples: Investor Rights Agreement (Intersect ENT, Inc.)

Termination of Rights. The rights of any particular Holder or permitted transferee thereof to cause the Company to register securities under Sections 2 1.5, 1.6 and 3 hereof 1.7 shall terminate as with respect to any such Holder at on the earlier of (ia) the date five (5) seven years following after the closing of a Qualified Public Offering (as defined below), or (iib) the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitiesSecurities Act within a three month period.

Appears in 1 contract

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

Termination of Rights. The rights of any particular Holder or permitted transferee thereof to cause the Company to register securities under Sections 2 1.5, 1.6 and 3 hereof 1.7 shall terminate as to any Holder at on the earlier of (i) the date five (5) six years following the closing date of a Qualified Public Offering (as defined below), the Company’s initial public offering or (ii) with respect to such Holder on the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day period a single transaction pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitiesSecurities Act.

Appears in 1 contract

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

Termination of Rights. 13.1 The rights of any particular Holder right to cause the Company to Register securities granted under Sections 2 4 and 3 hereof 5, and the right to receive notices pursuant to Sections 4 and 5, shall terminate terminate, as to any Holder Holder, at the earlier of (i) the date five (5) years following the closing of a Qualified Public Offering (such time as defined below), or (ii) the date all Registrable Securities held by such Holder is able to dispose of all of its Registrable Securities can be sold in any 90-day three (3) month period pursuant to SEC without registration under Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities144.

Appears in 1 contract

Samples: Investor Rights Agreement (Tivo Inc)

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Termination of Rights. The rights of any particular Holder to --------------------- cause the Company to register securities under Sections 2 and 3 Section 2.2, 2.3 or 2.9 hereof shall terminate as to any Holder at on the earlier of (ia) the date five (5and during such period) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date that such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as or (b) the Company has completed its third anniversary of the closing of the Company's initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitiesstock.

Appears in 1 contract

Samples: Investor Rights Agreement (Pozen Inc /Nc)

Termination of Rights. The rights of any particular Holder to cause --------------------- the Company to register Registrable Securities under Sections 2 1.5, 1.6 and 3 hereof 1.7 shall terminate as with respect to any such Holder at on the earlier of (i) the date five (5when all of such Holder's Registrable Securities may be sold pursuant to Rule 144(k) years following the closing of a Qualified Public Offering (as defined below), or similar or successor Rule and (ii) the date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 three (or any similar or analogous rule promulgated under 3) years after the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) effective date of the Company’s equity securities's Initial Public Offering.

Appears in 1 contract

Samples: Investor Rights Agreement (Usweb Corp)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.5, 1.6 and 3 hereof 1.7 shall terminate as with respect to any such Holder at on the earlier of (i) the date five when such securities may be sold during a one-year period pursuant to Rule 144 (5but not Rule 144A) years following the closing of a Qualified Public Offering (as defined below), or similar or successor Rule and (ii) the date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 seven (or any similar or analogous rule promulgated under 7) years after the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) effective date of the Company’s equity securities's Initial Public Offering.

Appears in 1 contract

Samples: Investor Rights Agreement (Sandbox Entertainment Corp)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.5, 1.6 and 3 hereof 1.7 shall terminate as with respect to any such Holder at the earlier of (i) on the date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date when such Holder is able to dispose (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can sell all of its Registrable Securities pursuant to Rule 144 in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitiessingle 90day period.

Appears in 1 contract

Samples: Investor Rights Agreement

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4, and 3 hereof 1.5 shall terminate as with respect to any such Holder at on the earlier of (ia) the six (6) year anniversary of the effective date five (5) years following the closing of a Qualified Public Offering (as defined below), or (ii) the date such Holder is able to dispose of all of its Registrable Securities in any 90-day period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitiesIPO, (b) such time as Rule 144 is available for the sale of all of such Holder’s shares during a three (3)-month period without registration, and (c) upon the termination of the entire Agreement upon a change of control of the Company, as provided in Section 5.12.

Appears in 1 contract

Samples: Investor Rights Agreement (Novacea Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.2 and 3 hereof 1.3 shall terminate as with respect to any such Holder at on the earlier of (ia) the date five (5) years following the closing third anniversary of a Qualified Public Offering (as defined below), or (ii) the date of the Agreement and (b) such Holder time as Rule 144 or another similar exemption under the Securities Act is able to dispose available for the sale of all of its Registrable Securities in any 90-day such Holders securities during a three (3)-month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securitieswithout registration.

Appears in 1 contract

Samples: Agreement (Ebix Com Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 3.1, 3.2 and 3 hereof 3.3 shall terminate as with respect to any such Holder at the earlier of (i) on the date five that is seven (57) years following the closing of a Qualified Public Offering (as defined below), or (ii) after the date hereof or on the date on which all Registrable Securities held by such Holder is able to dispose of all of its Registrable Securities can be sold in any 90-day period pursuant to SEC under Rule 144 (or any similar or analogous rule promulgated under the 1933 Actwithout regard to Rule 144(k), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities).

Appears in 1 contract

Samples: Investor Rights Agreement (Party City Corp)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 2.1, 2.2 and 3 hereof 2.3 shall terminate as with respect to any such Holder at the earlier of (i) on the date five that is seven (57) years following the closing of a Qualified Public Offering (as defined below), or (ii) after the date hereof or on the date on which all Registrable Securities held by such Holder is able to dispose of all of its Registrable Securities can be sold in any 90-day period pursuant to SEC under Rule 144 (or any similar or analogous rule promulgated under the 1933 Actwithout regard to Rule 144(k), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities).

Appears in 1 contract

Samples: Investor Rights Agreement (Party City Corp)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4, and 3 hereof 1.5 shall terminate as with respect to any such Holder at after the earlier of (i) the date five fourth (54th) years following anniversary of the closing consummation of a Qualified Public Offering (as defined below)an IPO in which all Preferred Stock is converted into Common Stock, or (ii) with respect to any Holder, at such time after an IPO as Rule 144 or another similar exemption under the date such Holder Securities Act is able to dispose available for the sale of all of its Registrable Securities in any 90such Holder’s shares during a three-day month period pursuant to SEC Rule 144 without registration or (or any similar or analogous rule promulgated under the 1933 Act), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%iii) upon termination of the Company’s equity securitiesAgreement as provided herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Fate Therapeutics Inc)

Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 2 1.3, 1.4 and 3 hereof 1.5 shall terminate as with respect to any such Holder at upon the earlier of (i) the date five (5) years following the closing consummation of a Qualified Public Offering (as defined below)the IPO, or (ii) the date when such Holder is able to dispose of can sell all of its Registrable Securities in any 90-day within a three (3)-month period pursuant to SEC Rule 144 (or any similar or analogous rule promulgated under the 1933 Act144, without reference to Rule 144(k), so long as the Company has completed its initial public offering and such Holder holds less than one percent (1%) of the Company’s equity securities.

Appears in 1 contract

Samples: Investor Rights Agreement (OncoMed Pharmaceuticals Inc)

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