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Contract analysis / termination-voting-agreement.docx
termination-voting-agreement.docx
High · 2
Medium · 1
Standard · 1
Section 1. Definitions.
Standard
⚑ Commercial term
Section 1. Definitions. For purposes of this Termination Agreement, the following terms shall have the meanings set forth below: (a) "IPO" means the initial public offering of shares of Common Stock of the Company, as described in Recital B above, pursuant to the Registration Statement on Form S-1 (File No. 333-276841) declared effective by the SEC on February 8, 2024. (b) "IPO Closing Date" means February 13, 2024,
Section 2. Confirmation of Termination.
Section 2. Confirmation of Termination. 2.1 The Parties hereby acknowledge, confirm, and agree that the Voting Agreement has terminated in its entirety as of the IPO Closing Date (February 13, 2024) in accordance with Section 7.1(a) of the Voting Agreement and by operation of its own terms, as a result of the consummation of the IPO, which constitutes a "Qualified IPO" within the meaning of the Voting Agreement. 2.2
Section 3. Release of Obligations.
Section 3. Release of Obligations. 3.1 Effective as of the IPO Closing Date, each Party hereby fully, finally, and irrevocably releases, acquits, and forever discharges each other Party and such other Party's respective predecessors, successors, assigns, affiliates, partners, members, managers, directors, officers, employees, agents, attorneys, and representatives (collectively, the "Released Parties") from any and a
Section 4. Representations and Warranties.
Medium
⚑ Forum / governing law
Section 4. Representations and Warranties. Each Party hereby represents and warrants to each other Party as follows: 4.1 Authority. Such Party has full power and authority to execute, deliver, and perform its obligations under this Termination Agreement. In the case of each Party that is an entity (including the Company, CSP Fund IV, and RGE Fund III), the execution, delivery, and performance of this Termination Agre
Section 5. Effect on Other Agreements.
High
⚑ Non-compete / exclusivity restraint
Section 5. Effect on Other Agreements. 5.1 This Termination Agreement relates solely and exclusively to the termination of the Voting Agreement and shall not affect, modify, amend, terminate, impair, or otherwise alter the rights or obligations of any Party under any other agreement, instrument, or arrangement to which such Party is a party or by which such Party is bound, whether entered into before, on, or after th
Section 6. Miscellaneous.
High
⚑ Non-compete / exclusivity restraint
Section 6. Miscellaneous. 6.1 Governing Law. This Termination Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Del