Conversion of Liabilities. Except for amounts not to exceed in the aggregate $25,000, all of the Company's liabilities to the Creditors shall have been converted into an aggregate of up to 800,000 Company Shares.
Conversion of Liabilities. The Converted Liabilities shall be converted into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the Converted Liabilities by (b) an amount equal to 60% of the price of Common Stock as of the Effective Date (the “Conversion Shares”). The parties agree that the Conversion Shares shall be issued to Cedars Sinai Intellectual Property Company, a California nonprofit public benefit corporation and wholly-owned subsidiary of Cedars-Sinai (“CSIPC”), as Cedars-Sinai’s designee hereunder. No fractional shares of Common Stock will be issued upon conversion of the Converted Liabilities. In lieu of any fractional share of Common Stock to which CSIPC would otherwise be entitled, the Company will pay to CSIPC in cash the amount of the Converted Liabilities that would otherwise be converted into such fractional share. Cedars-Sinai hereby acknowledges and agrees that upon the issuance of the Conversion Shares to CSIPC in accordance with this Section 1, the Company shall have fully and completely satisfied all of its obligations with respect to the Converted Liabilities.
Conversion of Liabilities. Subject to and conditioned upon the occurrence of, and effective immediately prior to, the closing (the “Effective Time”) of a firm-commitment underwritten initial public offering by the Company of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), resulting in at least $5,700,000 of proceeds, net of any underwriting discounts and commissions, to Kairos (the “IPO”), and without further action by Cedars-Sinai or the Company, the Converted Liabilities shall be converted into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the Converted Liabilities by (b) an amount equal to 60% of the initial public offering price of Common Stock in the IPO (the “Conversion Shares”). The parties agree that the Conversion Shares shall be issued to Cedars Sinai Intellectual Property Company, a California nonprofit public benefit corporation and wholly-owned subsidiary of Cedars-Sinai (“CSIPC”), as Cedars-Sinai’s designee hereunder. No fractional shares of Common Stock will be issued upon conversion of the Converted Liabilities. In lieu of any fractional share of Common Stock to which CSIPC would otherwise be entitled, the Company will pay to CSIPC in cash the amount of the Converted Liabilities that would otherwise be converted into such fractional share. Cedars-Sinai hereby acknowledges and agrees that upon the issuance of the Conversion Shares to CSIPC in accordance with this Section 1, the Company shall have fully and completely satisfied all of its obligations with respect to the Converted Liabilities.
