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 the lower of: (i) 80% of the original price per unit of such Shares or (ii) a maximum company pre-money valuation of eight million dollars (US$8,000,000) 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 Exercise 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 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. 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. 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. The entire unpaid principal amount of this Note and all accrued and unpaid Interest on this Note (collectively, the “Adjusted Principal Amount”) shall automatically be converted into shares of Next Round Stock as follows. In the event that Maker offers and sells shares of a new series of preferred stock having rights, preferences or privileges that are senior to the rights of Maker’s Series B Preferred Stock to any one or more third parties with gross investment proceeds to Maker of at least $5,000,000 (which may occur in one transaction or a series of related transactions within a period of ninety (90) days of each other, and which shall include the conversion of the Notes issued pursuant to the Purchase Agreement) before the Maturity Date (a “Qualified Financing”), the Holder shall receive a number of shares of the newly created series of stock issued in the Qualified Financing (“Next Round Stock”), equal to the Adjusted Principal Amount divided by the Note Conversion Price. “Note Conversion Price” means the lesser of (i) the price per share for Next Round Stock paid by third parties in the Qualified Financing, multiplied by eighty percent (80%) and (ii) the price per share equal to the quotient of (a) $20,000,000, divided by (b) as of the time immediately prior to the closing of a Qualified Financing, the number of outstanding shares of Common Stock and Preferred Stock of Maker (excluding any shares issuable upon conversion of the Notes issued under the Purchase Agreement), plus any outstanding warrants for capital stock of Maker, outstanding stock options to purchase Common Stock and any shares of Common Stock reserved for issuance under the Company’s Stock Incentive Plan. Notwithstanding the foregoing, if Maker consummates a Qualified Financing at a pre-money valuation less than $20,000,000 within ninety (90) days after the First Closing, the Adjusted Principal Amount shall automatically be converted, with no conversion discount, into Next Round Stock at the price per share for such Next Round Stock paid by third parties in such Qualified Financing.
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 "
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 Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) price per share of the Equity Securities issued in the Qualified Financing and (ii) the per share amount equal to $40,000,000 divided by the number of shares of capital stock outstanding, on a fully-diluted basis, immediately prior to the Qualified Financing, in either case, 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. 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, including any other convertible securities held by GSK), 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. 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.
