Automatic Conversion upon a Qualified Financing. If a Qualified Financing occurs on or prior to the Maturity Date, then the outstanding principal amount of this Note, and all accrued and unpaid interest on this Note, shall automatically convert into fully paid and nonassessable shares of the capital stock issued and sold in such Qualified Financing at a price per share equal to the lesser of (i) an amount obtained by dividing (x) $22,500,000 by (y) the Fully Diluted Capitalization of the Company, with any fractional shares rounded down and (i) at the Qualified Financing Conversion Price, with any fractional shares rounded down.
Automatic Conversion upon a Qualified Financing. If a Qualified Financing occurs on or prior to the Maturity Date, then the outstanding principal amount of this Note, and all accrued and unpaid interest on this Note, shall automatically convert into fully paid and nonassessable shares of the capital stock issued and sold in such Qualified Financing at the Qualified Financing Conversion Price, with any fractional shares rounded down.
Automatic Conversion upon a Qualified Financing. Prior to the Maturity Date, upon the consummation of a private equity sale by the Company (in a single transaction or a series of related transactions) of any equity securities in which either (i) the Company receives aggregate proceeds of at least 50,000,000 (Fifty Million) Indian Rupees ($625,000 USD) (excluding any proceeds from the conversion of the principal of and accrued interest on the Notes) or (ii) upon the written consent of the Required Holders to any other equity financing (each, a “Qualified Financing”), the outstanding principal amount of this Note and any accrued but unpaid interest thereon shall be converted into the same class or series of equity securities as shall be issued in the Qualified Financing (the “Financing Securities”). Any such conversion shall be at a conversion price equal to the per share price had the Financing Securities been sold based on a fully-diluted pre-money valuation for the Company (assuming the exercise of all options, warrants and convertible securities) of 50,000,000 (Fifty Million) Indian Rupees ($625,000 USD). The number of shares of Financing Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the sum of (A) the outstanding principal amount of this Note and (B) any accrued but unpaid interest on this Note, by (ii) the applicable conversion price rounded down to the nearest whole share, and the issuance of such shares upon such conversion shall be upon and subject to the same terms and conditions applicable to the Financing Securities sold in such Qualified Financing.
Automatic Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities (as applicable “Equity Securities”) to one or more unaffiliated investors in a transaction or series of related transactions for bona fide capital raising purposes in a single priced financing resulting in aggregate gross proceeds to the Company of at least $8,000,000, excluding the outstanding amount of convertible notes, SAFEs and any other convertible securities issued for the primary purposes of raising capital, or (2) the Company’s sale of any of its preferred stock or similar equity securities for bona fide capital raising purposes that the Requisite Holders deem to be a “Qualified Financing” (in either case, a “Qualified Financing”), then the outstanding principal amount of this Note shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price per share (the “Conversion Price”), equal to the lesser of:
(a) the price paid per unit or share for the Equity Securities by the Investors in the Qualified Financing (excluding any conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)), and
(b) the price per unit or share equal to the quotient resulting from dividing forty-five million dollars ($45,000,000) by the number of outstanding number of ordinary shares of the Company as of the conversion date of the Note.
Automatic Conversion upon a Qualified Financing. 3.1 Subject to the prior receipt of Regulatory Approvals, in the event that the Company consummates a Qualified Financing (as defined below) within the Conversion Period, then, and upon the closing of such Qualified Financing, the then-outstanding Principal Amount shall be automatically converted (the “Automatic Conversion”) into an equity investment in the Company, on the same terms and conditions applicable to the Qualified Financing except that the price per share applicable thereto shall be the Conversion Price (as defined below) applicable to such conversion as determined pursuant to Section 5 below (including without limitation, the same liquidation preference and anti-dilution protection (which shall be applied with respect to the Conversion Price, mutatis mutandis), registration rights, preemptive rights, right of first refusal, voting and veto rights, or other rights, pro-rata to the respective amounts of investment) and the Investor shall be deemed an investor in the Qualified Financing such that the Investor shall receive, in consideration for the conversion of the Principal Amount, such number of fully-paid and non-assessable shares of the Company, of the same type of securities as received by the investors in such Qualified Financing, equal to the quotient received by dividing the then-outstanding Principal Amount by the Conversion Price (the “Qualified Shares”).
3.2 The Automatic Conversion shall be conditional upon, and concurrent with, the closing of the Qualified Financing and will finally settle and discharge the Loan Amount.
3.3 The Company shall notify the Investor of the Qualified Financing and provide the Investor with all documents and other reasonably required information, not later than two (2) business days following execution by the Company of the term sheet or other relevant document relating to the Qualified Financing.
3.4 As used herein, the term “Qualified Financing” means an equity investment in the Company of at least US$ 1,500,000 (excluding conversion of any portion of the then outstanding Loan Amount), in one closing or a series of related closings (provided that all such transactions consummated upon such related closings are substantially under the same terms and conditions). In the event that the Qualified Financing is consummated by a series of related closings, then, the then outstanding Principal Amount shall be converted as aforesaid at the first closing to occur at which all conditions precedent to the qualifica...
Automatic Conversion upon a Qualified Financing. Immediately upon the initial closing of a Qualified Equity Financing, the Outstanding Amount shall automatically convert into shares of the Company’s Preferred Stock sold and issued in the Qualified Equity Financing to cash investors (the “Equity Securities”) at a per share conversion equal to the lesser of (i) 80% of the lowest per share price paid for the Equity Securities by the other investors participating in the Qualified Equity Financing and (ii) an amount equal to (y) the Valuation Cap Amount divided by (z) the number of Outstanding Shares. The issuance of the Equity Securities upon conversion of this Note pursuant to this Section 4(b) shall otherwise be on the same terms and conditions provided to the cash investors purchasing Equity Securities in the Qualified Equity Financing.
Automatic Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities (as applicable “Equity Securities”) to one or more unaffiliated investors in a transaction or series of related transactions for bona fide capital raising purposes in a single priced financing resulting in aggregate gross proceeds to the Company of at least $8,000,000, excluding the outstanding amount of convertible notes, SAFEs and any other convertible securities issued for the primary purposes of raising capital, or (2) the Company’s sale of any of its preferred stock or similar equity securities for bona fide capital raising purposes that the Requisite Holders deem to be a “Qualified Financing” (in either case, a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price per share (the “Conversion Price”), equal to the lesser of:
Automatic Conversion upon a Qualified Financing. Upon the closing of the first sale or series of sales of equity securities (“Equity Securities”) by the Company after the date hereof which results in proceeds to the Company (exclusive of the amount represented by this Note, all other Notes that were part of this Offering, and any other convertible securities issued for capital raising purposes) in the aggregate amount of at least $5,000,000 (a “Qualified Financing”), the outstanding principal balance of this Note together with any unpaid accrued interest shall automatically convert in whole into the same Equity Securities issued in the Qualified Financing on the same terms and conditions applicable to the other investors participating in the Qualified Financing without the necessity for any action on behalf of the Purchaser; provided, however, that the conversion price per Equity Security applicable to the conversion of this Note (and other similar Notes) shall be equal to the lesser of (i) the cash price paid per share for Equity Securities by the Purchasers in the Qualified Financing multiplied by 1.0 minus the Applicable Conversion Discount Rate to this Note or (ii) a price per share calculated at such time based on a $30,000,000 pre-money valuation of the Company (the “Valuation Cap”), rounded down to the nearest whole share; subject to the Purchaser executing customary stock purchase documentation (which execution shall not be unreasonably withheld).
Automatic Conversion upon a Qualified Financing. Notwithstanding any other conversion rights or obligations contained in this Section 3, in the event that NovaRay and PubCo shall consummate the Proposed Transaction, each AIG Party agrees that any principal and unpaid but accrued interest under the AIG Note held by such AIG Party shall, concurrently with the first closing of such Qualified Financing, automatically convert into the Qualified Financing Securities issued and sold by PubCo to the Financing Investors in such Qualified Financing at a conversion price equal to the purchase price paid for the Qualified Financing Securities by the Financing Investors, provided that (i) immediately following the initial closing of the Qualified Financing, the AIG Parties or their affiliates hold more than 5% of the outstanding shares of common stock of PubCo on a Fully-Diluted Basis; and (ii) the principal and unpaid but accrued interest under all convertible promissory notes of NovaRay outstanding as of November 30, 2007 (except those scheduled on Exhibit E attached hereto) automatically convert into the Qualified Financing Securities at the initial closing of the Qualified Financing. In furtherance of the foregoing, each AIG Party (x) consents to the Merger in its capacity as a holder of an AIG Note, and (y) agrees to execute and deliver to PubCo any documents reasonably requested by PubCo to be executed by the Financing Investors in the Qualified Financing (including, but not limited to, a purchase agreement and a registration rights agreement), thereby agreeing to be bound by all obligations and receive all rights thereunder.”
Automatic Conversion upon a Qualified Financing. In the event the Company consummates, prior to repayment, cancellation or conversion of this Note, an equity financing pursuant to which it sells shares of its preferred stock (the “Financing Stock”) with aggregate gross proceeds of not less than $2,000,000 (including all promissory notes that may be converted into or exchanged for Financing Stock) (a “Qualified Financing”), then all principal, together with all accrued and unpaid interest under this Note shall automatically convert into shares of Financing Stock. This Note shall convert into Financing Stock issued in the Qualified Financing at the Purchase Price (as defined below) and otherwise on the same terms as the other investors purchasing Financing Stock in the Qualified Financing.
