Conversion and Repayment. (a) Conversion upon a Qualified Financing. (i) In the event that the Company issues and sells partnership interests or other equity securities (and not other Notes) (“Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing with total proceeds to the Company of not less than €40,000,000 (including the proceeds of any then outstanding convertible indebtedness of the Company to be converted in connection with such equity financing including, without limitation, this Note and any other convertible Notes issued by the Company) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest (the “Outstanding Accrued Interest”) shall convert into Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price for an equivalent portion of such Equity Securities by the Investors in the Qualified Financing (which may be represented by a capital contribution and associated capital account) multiplied by 0.80; provided, however, that in lieu of converting the Outstanding Accrued Interest, the Company shall have the option (in its sole discretion) to pay the Outstanding Accrued Interest to the Holder in cash. For purposes of the conversion contemplated by this Section 2 or to determine any amounts payable hereunder, any amount in U.S. Dollars shall be converted into Euros at the prevailing conversion rate as of the close of business on the date that is two (2) business days prior to the conversion.
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