Automatic Conversion upon Qualified Financing. Notwithstanding the foregoing, at the closing of the Qualified Financing (as hereinafter defined), the outstanding principal balance and unpaid accrued interest on this Note shall be automatically converted into the most senior class of shares of the Company issued in such Qualified Financing (the “Shares”) at a price per share equal to the lower of: (i) 70% of the original price per unit of such Shares or (ii) a maximum company pre-money valuation of Thirty-Five Million Dollars (US$35,000,000) on a fully diluted basis (in each case, the “Conversion Price”). The exact number of Shares to be issued to Lender upon conversion will be equal to the aggregate outstanding principal and unpaid accrued interest due on this Note, divided by the Conversion Price. The issuance of such shares upon conversion of this Note shall be contingent upon execution and delivery by the Lender of the agreements executed and delivered by investors in the Qualified Financing. The Lender shall thereupon receive all of the rights, preferences and privileges granted to other investors in the Qualified Financing, including but not limited to any registration and piggyback rights. “Qualified Financing” shall mean the next transaction or series of related transactions, other than an IPO, following the date of the Purchase Agreement in which the Company issues and sells Shares to investors, which may be existing stockholders of the Company, with gross proceeds to the Company of at least two million dollars (US$2,000,000), excluding the conversion of Notes.
Automatic Conversion upon Qualified Financing. Notwithstanding the foregoing, at the closing of the Qualified Financing (as hereinafter defined), the outstanding principal balance and unpaid accrued interest on this Note shall be automatically converted into the most senior class of shares of the Company issued in such Qualified Financing (the “Shares”) at a price per share equal to a 30% discount from the company valuation at the applicable round of financing (the “Conversion Price”). The exact number of Shares to be issued to Lender upon conversion will be equal to the aggregate outstanding principal and unpaid accrued interest due on this Note, divided by the Conversion Price. The issuance of such shares upon conversion of this Note shall be contingent upon execution and delivery by the Lender of the agreements executed and delivered by investors in the Qualified Financing. The Lender shall thereupon receive all of the rights, preferences and privileges granted to other investors in the Qualified Financing, including but not limited to any registration and piggyback rights. “Qualified Financing” shall mean the next transaction or series of related transactions, other than an IPO, following the date of the Purchase Agreement in which the Company issues and sells Shares to investors, which may be existing stockholders of the Company, with gross proceeds to the Company of at least two million dollars (US$2,000,000), excluding the conversion of Notes.
Automatic Conversion upon Qualified Financing. If a Qualified Financing occurs on or prior to the Target Financing Date, the Outstanding Balance of the Notes, plus accrued interest thereon, shall automatically be converted into a number of shares of the class of preferred stock issued in such Qualified Financing (the “Qualified Financing Shares”) on the date that aggregate cash proceeds of $25,000,000 or greater have been received by the Company pursuant to the Qualified Financing equal to (i) the Outstanding Balance of the Notes to be converted plus any accrued but unpaid and uncapitalized interest thereon divided by (ii) the original issue price of the Qualified Financing Shares (it being understood that such original issue price shall not exceed a maximum price of $6.00 per share, and if such original issue price exceeds $6.00 per share, for purposes of this calculation, the original issue price shall be deemed to be $6.00 per share (in each case as adjusted pursuant to Section 5.6)) (the “Qualified Conversion Price”). The Company shall provide the Purchasers with at least ten calendar days’ prior written notice of the anticipated occurrence of any Qualified Financing and the Purchasers shall irrevocably confirm (in writing, delivered to the Company at least three business days prior to the consummation thereof) their intention to effect the conversion in accordance with the terms hereof. The Company shall deliver the Qualified Financing Shares to the Purchasers concurrently with consummation of the Qualified Financing. Within ten business days after request by the Company, any Purchaser that is not party to the Stockholders Agreements shall deliver joinders or such other documents as are reasonably necessary for such Purchaser to become a party to the Stockholders Agreements.
Automatic Conversion upon Qualified Financing. At the closing of a public or private sale of common stock or notes convertible into common stock in which the aggregate gross proceeds to the Borrower is at least $30.0 million and where the per share price paid by the investors participating in the financing or the conversion price, respectively, is at least $5.00 (a “Qualifying Financing”) and if the shares of Common Stock underlying this Note are then subject to an effective resale registration statement as filed with the Securities and Exchange Commission, the outstanding principal and accrued but unpaid interest of this Note shall be automatically converted into the number of fully paid and non-assessable shares of Common Sock at $3.29 per share. The number of shares of Common Stock to be issued upon such conversion of this Note shall be determined by dividing the sum of the outstanding Principal Amount of this Note, plus accrued and unpaid interest, if any, on such Principal Amount at the interest rates provided in this Note to the date of such conversion, by $3.29. The Holder, by acceptance of this Note, agrees with the Company that, if this Note is converted pursuant to this Section 1.1(a), then the Holder shall deliver the original of this Note to the Company with appropriate endorsements at the closing of the Qualified Financing; provided, however, this Note shall for all purposes be deemed paid and cancelled regardless of whether the Holder delivers the original of this Note.
Automatic Conversion upon Qualified Financing. The entire unpaid principal amount of this Note, together with any interest accrued but unpaid thereon (such principal amount and interest, the “Outstanding Amount”), shall automatically be converted into shares of the Company’s capital stock (“Equity Securities”) issued and sold at the closing of a Qualified Financing that occurs on or prior to the Maturity Date. “Qualified Financing” means the sale of Equity Securities to one or more venture capital or other institutional, corporate or professional investors in one or a series of related capital raising transactions for the same securities that, when added to the Outstanding Amount of this Note and the outstanding amount of any other notes that are converted into Equity Securities in connection with such transaction or transactions, results in gross proceeds to the Company of at least $5,000,000. The number of shares of the Company’s Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Outstanding Amount, by (ii) the price per share of the Equity Securities issued in the Qualified Financing rounded down to the nearest whole share. Upon such conversion, the Holder will execute such agreements as may be entered into by the investors in the Qualified Financing and such other agreements as may reasonably be requested by the Company.
Automatic Conversion upon Qualified Financing. (i) This Note shall convert into shares of common stock of the Company automatically without any further action by the Holder upon a Qualified Financing (defined below) that occurs within six months from the date hereof. Conversion shall be into the securities sold in the Qualified Financing. Conversion shall be at a Thirty Five percent (35%) discount to the pre-money valuation at the time of such financing. The term “Qualified Financing” means the issuance of equity securities to one or more investors in the amount of $2,000,000 or more of gross cash proceeds, exclusive of any conversion of outstanding securities.
Automatic Conversion upon Qualified Financing. Effective upon the closing of a Qualified Financing, all of the outstanding principal and accrued interest under this Note (the “Outstanding Amount”) will automatically be converted into shares of the same class and series of capital stock of the Maker issued to other investors on the same basis as the investment by such investors in the Qualified Financing (the “Qualified Financing Securities”) and at a conversion price equal to the price per share of Qualified Financing Securities paid by the other investors in the Qualified Financing (the “Qualified Financing Price”), with any resulting fraction of a share rounded down to the nearest whole share. Notwithstanding the foregoing, if the conversion of this Note pursuant to this Section 2(a) would otherwise result in the Holder, together with its affiliates, owning more than [***]% of the outstanding capital stock of the Maker, calculated on an as-converted fully-diluted basis (including as outstanding shares of capital stock issuable upon exercise or conversion of all outstanding stock options, warrants or other convertible securities of the Maker), immediately following the conversion of the Note [***] the Outstanding Amount shall be converted either pursuant to the first sentence of this Section 2(a) or, [***] into (i) that number of shares of Qualified Financing Securities that would result in the Maker reaching, but not exceeding, [***], and (ii) an amount in cash equal to the difference between (A) the product of (1) the number of [***] Shares issued upon conversion, multiplied by (2) the Qualified Financing Price and (B) the Outstanding Amount. The Maker shall notify the Holder in writing of the anticipated occurrence of a Qualified Financing at least [***] days prior to the closing date of the Qualified Financing.
Automatic Conversion upon Qualified Financing. If the Qualified Financing occurs prior to the Maturity Date, upon a Qualified Financing, each outstanding Note shall be automatically converted into shares of the Preferred Stock issued in the Qualified Financing. The number of shares of Preferred Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Amount Due on the date of conversion by (ii) the lesser of (x) eighty percent (80%) of the per share price of the Preferred Stock sold in the Qualified Financing and (y) the Capped Conversion Price. The Holder hereby agrees, as a condition to such conversion, to execute and become party to all agreements that the Company reasonably requests in connection with such Qualified Financing.
Automatic Conversion upon Qualified Financing. In the event that subsequent to the date of this Note the Company effects the closing of a sale of its shares of capital stock or securities convertible into shares of capital stock for cash in an equity financing in an amount of at least One Million Dollars ($1,000,000) (the "Qualified Financing"), then all of the principal and accrued interest then outstanding on this Note shall automatically convert into the greater of:
i. that number of shares of: (a) the Company's common stock or (b) convertible securities to be sold in such Qualified Financing, determined by dividing the per share price in effect in the Qualified Financing into the then outstanding principal amount and accrued interest on the Note (the "Automatic Conversion Shares"); or
ii. Six Thousand (6000) shares of the Company's common stock.
Automatic Conversion upon Qualified Financing. At the closing of a Qualified Financing on or prior to the Maturity Date, the principal amount of this Note shall automatically convert into the securities sold in such financing at a 65% discount to the price at which such securities are sold in such financing. As used herein, “Qualified Financing” means the sale (or series of related sales) by the Company of its capital stock, or debt or equity securities convertible into or exercisable for its capital stock, in a capital raising transaction, for aggregate gross proceeds to the Company of at least $20,000,000 or such lesser amount as shall be approved in writing by the holder(s) of Notes evidencing at least 50% of the principal amount of the Notes then outstanding.
