Automatic Conversion in a Qualified Equity Financing Sample Clauses
Automatic Conversion in a Qualified Equity Financing. In the event the Company consummates, prior to the Maturity Date and prior to a Change in Control Transaction (as defined below), an equity financing pursuant to which it sells shares of capital stock (the “Qualified Financing Shares”) with an aggregate sales price of not less than $10,000,000 excluding any amounts received in connection with the conversion of the Notes and any other amounts invested by current stockholders of the Company in such equity financing, and with the principal purpose of raising capital (a “Qualified Equity Financing”), then the Outstanding Balance shall automatically convert into such number of Qualified Financing Shares equal to five (5) times the Outstanding Balance (the “5X Outstanding Balance”) divided by the price per share paid by investors in the Qualified Equity Financing, and on the same terms as the other investors that purchase the Qualified Financing Shares in the Qualified Equity Financing.
Automatic Conversion in a Qualified Equity Financing. If there is a Qualified Equity Financing before the expiration or termination of this SAFE, this SAFE will automatically convert into the number of Safe Shares equal to the Purchase Amount, divided by the Discount Price, rounded up to the nearest whole number. In connection with the automatic conversion of this SAFE into SAFE Shares, each Investor will, at the request of the Company in its sole discretion, execute and deliver to the Company all transaction documents related to the Qualified Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers in the Qualified Equity Financing, with appropriate variations for the SAFE Shares, as applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.