COMPANY FORCED CONVERSION Sample Clauses

COMPANY FORCED CONVERSION. (a) Subject to early repayment of the Convertible Loan Notes in accordance with Condition 2 or conversion in accordance with Condition 3, if at any time after 18 months from the issuance of the Convertible Loan Notes the Company successfully raises additional equity in a private offering of at least US$50 million and at a pre-money valuation that is equal to or greater than US$1,650,000,000 (one billion, six hundred and fifty million) (a “Qualifying Equity Round”), then the Company, subject to the relevant Shareholder approvals, shall be able to force the conversion (“Company Forced Conversion”) of the principal amount of the Convertible Loan Notes held by Noteholders that remain outstanding at the Company Forced Conversion Date into the same class of equity security issued to investors in the Qualifying Equity Round (“Qualifying Equity Securities”) at the Company Forced Conversion Price, provided that the Company has served all such Noteholders with a Company Forced Conversion Notice (with any accrued and unpaid interest on those Convertible Loan Notes to be paid to the relevant Noteholders in cash (subject to any requirement to deduct or withhold amounts in respect of tax therefrom) prior to the allotment and issue of the Qualifying Equity Securities referred to in this paragraph). Upon conversion, such Qualifying Equity Securities shall be subject to the rights and obligations set forth in the Articles of Association. (b) The Company Forced Conversion Notice shall: (i) require conversion into Qualifying Equity Securities of a Noteholder’s entire holding of Convertible Loan Notes; (ii) specify the nominal amount of Convertible Loan Notes held by each Noteholder which is subject to conversion into Qualifying Equity Securities as at the Company Forced Conversion Date in respect of such Convertible Loan Notes which is subject to conversion into Qualifying Equity Securities; and (iii) be duly completed and signed by the Company. (c) Within fifteen Business Days of the Company Forced Conversion Date, the Company shall allot and issue credited as fully paid to the Noteholders, the number of Qualifying Equity Securities to which each shall be entitled at the Company Forced Conversion Price. Such allotment and issue shall be in full satisfaction and discharge of the principal monies in respect of the Convertible Loan Notes so converted. Any accrued and unpaid interest on those Convertible Loan Notes shall be paid to the relevant Noteholders in cash (subject to a...