Common use of Automatic Conversion upon M&A Event Clause in Contracts

Automatic Conversion upon M&A Event. 4.1. In the event that, prior to the conversion of the Conversion Amount or its repayment according to the terms specified herein, an M&A Event (as defined below) shall occur, then immediately prior and subject to the closing of such M&A Event, the Conversion Amount shall be automatically converted into Series A Preferred Shares, par value NIS 0.01 per share, of the Company (the “Preferred A Shares”), at a conversion price equal to the price per share paid by the Company’s investors in consideration for the Preferred A Shares (i.e., US$1) (the “M&A Conversion Price”). It being agreed and acknowledged that the original issue price (or any equivalent term used under the then applicable Articles of Association of the Company) of the Preferred A Shares issued to the Holder shall be set to be the M&A Conversion Price, and any rights that are attached to such Preferred A Shares issued to the Holder which are determined, derived, calculated, triggered, or otherwise based on the original price of such shares (including, without limitation, liquidation and dividend preferences, anti-dilution rights or the like) shall be determined, calculated, triggered or otherwise based on the actual M&A Conversion Price.

Appears in 2 contracts

Samples: Convertible Notes Agreement (Motus GI Holdings, Inc.), Convertible Notes Agreement (Motus GI Holdings, Inc.)

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Automatic Conversion upon M&A Event. 4.1. In the event that, prior to the conversion of the Conversion Amount or its repayment according to the terms specified herein, an M&A Event (as defined below) shall occur, then immediately prior and subject to the closing of such M&A Event, the Conversion Amount shall be automatically converted into Series A Preferred Shares, par value NIS 0.01 per share, of the Company (the “Preferred A Shares”), at a conversion price equal to the price per share paid by the Company’s investors in consideration for the Preferred A Shares (i.e., US$1) (the “M&A Conversion Price”). It being agreed and acknowledged that the original issue price (or any equivalent term used under the then applicable Articles of Association of the Company) of the Preferred A Shares issued to the Holder shall be set to be the M&A Conversion Price, and any rights that are attached to such Preferred A Shares issued to the Holder which are determined, derived, calculated, triggered, or otherwise based on the original price of such shares (including, without limitation, liquidation and dividend preferences, anti-dilution rights or the like) shall be determined, calculated, triggered or otherwise based on the actual M&A Conversion Price.

Appears in 2 contracts

Samples: Convertible Notes Agreement (Motus GI Holdings, Inc.), Convertible Notes Agreement (Motus GI Holdings, Inc.)

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Automatic Conversion upon M&A Event. 4.1. In the event that, prior to the conversion of the Conversion Amount or its repayment according to the terms specified herein, an M&A Event (as defined below) shall occur, then immediately prior and subject to the closing of such M&A Event, the Conversion Amount shall be automatically converted into Series A Preferred Shares, par value NIS 0.01 per share, of the Company (the “Preferred A Shares”), at a conversion price equal to the price per share paid by the Company’s investors in consideration for the Preferred A Shares (i.e., US$1________) (the “M&A Conversion Price”). It being agreed and acknowledged that the original issue price (or any equivalent term used under the then applicable Articles of Association of the Company) of the Preferred A Shares issued to the Holder shall be set to be the M&A Conversion Price, and any rights that are attached to such Preferred A Shares issued to the Holder which are determined, derived, calculated, triggered, or otherwise based on the original price of such shares (including, without limitation, liquidation and dividend preferences, anti-dilution rights or the like) shall be determined, calculated, triggered or otherwise based on the actual M&A Conversion Price.

Appears in 2 contracts

Samples: Convertible Notes Agreement (Motus GI Holdings, Inc.), Convertible Notes Agreement (Motus GI Holdings, Inc.)

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