Conversion upon a Qualified Financing. Upon the consummation of a Qualified Financing, without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of New Round Stock based upon the issuance (or conversion) price of New Round Stock.
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities ( “Equity Securities”) to investors (the “Investors”) while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $500,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to the lesser of (i) the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80, and (ii) the quotient resulting from dividing $2,000,000 by the number of outstanding shares of the Capital Stock of the Company immediately prior to the Qualified Financing (assuming conversion of all securities convertible into Preferred or Common Stock and exercise of all outstanding options and warrants, including all shares of Preferred or Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)). The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. Notwithstanding this paragraph, if the conversion price of the Notes as determined pursuant to this paragraph (the “Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of Preferred Stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversi...
Conversion upon a Qualified Financing. In the event that the Company issues and sells (i) shares of its preferred stock (“Preferred Securities”) to investors (the “Investors”) while this Note remains outstanding in a preferred stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Preferred Stock Financing”) or (ii) shares of its common stock (“Common Stock” and together with the Preferred Securities, the “Equity Securities”) to Investors, while this Note remains outstanding, in a common stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (each of (i) or (ii), a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.70 (the “Conversion Price”); Except for the per share price (as set forth in this Section 2(a)), the issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.
Conversion upon a Qualified Financing. Effective upon the closing of a Qualified Financing (as defined below), 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 Company issued to other investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to the price per share of Qualified Financing Securities paid by other investors in the Qualified Financing, with any resulting fraction of a share rounded down to the nearest whole share (and the Company paying to the Holder a cash amount equal to such fraction multiplied by the price per share of Qualified Financing Securities paid by other investors in the in the Qualified Financing). “
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities ( “Equity Securities”) to investors (the “Investors”) while the Notes remain outstanding in a bona fide equity financing consisting of a transaction or series of transactions with the principal purpose of raising capital with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., other convertible notes and Simple Agreements for Future Equity)) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to the lesser of (i) the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.80, and (ii) the quotient resulting from dividing $50,000,000 by the number of outstanding shares of Common Stock of the Company immediately prior to the Qualified Financing (assuming conversion of all convertible securities and exercise of all outstanding options, warrants, phantom stock, stock appreciation rights, and other rights to acquire capital stock of the Company, including any shares reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., other convertible notes and Simple Agreements for Future Equity)). The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. Notwithstanding this paragraph, if the conversion price of the Notes as determined pursuant to this paragraph (the “Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert the Notes into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwis...
Conversion upon a Qualified Financing. Upon the occurrence of a Conversion Trigger on or before the Maturity Date (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the Balance of this Note, in whole or in part, into the securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to (x) the cash price paid per share for Equity Securities by the investors in the Qualified Financing (the “Investors”) multiplied by (y) 0.80, by providing written notice to the Company (a “Conversion Notice”). The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. The Conversion Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of this Note as determined pursuant to this paragraph (the “Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its common equity securities ("Equity Securities") to investors (the "Investors") while this Note remains outstanding in an initial public offering or another equity financing with total proceeds to the Company of not less than $15,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (a "Qualified Financing"), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.8.
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its preferred stock (“Preferred Stock”) to investors (the “Investors”) while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $30 million (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the same class and series of Preferred Stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the cash price paid per share for Preferred Stock by the Investors in the Qualified Financing multiplied by the Discount Rate (as defined below) and (ii) $1.32 per share (as adjusted for stock splits, stock dividends, reclassifications or the like) (item “(ii),” the “Series G-1 Conversion Price”). The issuance of Preferred Stock pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Preferred Stock sold in the Qualified Financing (other than the purchase price paid per share). For the purposes of this Note, the “Discount Rate” will mean (i) 85% if this Note is converted into equity securities on or before the 18-month anniversary of the execution of the Note Purchase Agreement and (ii) 80% if this Note is converted into equity securities following the 18-month anniversary of the execution of the Note Purchase Agreement.
Conversion upon a Qualified Financing. Upon the occurrence of a Qualified Financing (as hereinafter defined) prior to the Maturity Date, the unpaid Principal Amount on this Note shall be automatically converted ("Qualified Financing Conversion") into shares of the Corporation's capital stock of the same class or series issued in the Qualified Financing ("Stock"). Upon a Qualified Financing Conversion, any accrued but unpaid interest shall be cancelled and Corporation shall have no further obligation or liability therefor. The number of shares of Stock into which this Note is convertible shall be determined by dividing the sum of the unpaid Principal Amount by the issue price per share of the Stock paid by other investors in the Qualified Financing, and such shares shall be issued upon the same terms and conditions as the Stock issued in the Qualified Financing. Lender shall be entitled to equivalent rights as those in any stock purchase, investor rights, stockholder or other investment-related agreements entered into between the Corporation and other investors in the Qualified Financing. For purposes of this Note, a "Qualified Financing" shall be the issuance of Stock in one or more closings, as a result of arm's length negotiations, in which a minimum amount of Three Million Dollars ($3,000,000), as authorized and approved by the Corporation's Board of Directors, is received by the Corporation from one or more investors. The Corporation shall take any and all actions required by the Corporation's Charter, Bylaws or applicable laws to authorize and issue the necessary total number of shares of Stock to permit issuance of Stock to the Lender in connection with a Qualified Financing Conversion. Upon the occurrence of a Qualified Financing Conversion, the entire unpaid Principal Amount of this Note shall be applied against the issue price of the shares of Stock being issued to the Lender hereunder. In lieu of any fractional shares of Stock that may result in the calculation of the number of such shares, the Corporation will promptly pay to the Lender an amount equal to the value of such fractional shares. In connection with an Qualified Financing Conversion, the Lender shall surrender this Note to the Secretary of the Corporation in exchange for (i) a certificate representing the shares of Stock issued to the Lender as a result of such Qualified Financing Conversion and, if applicable, (ii) payment in lieu of any fractional shares as provided for in this Section 6(a). The provisions of this Sectio...
Conversion upon a Qualified Financing. At the closing of any Qualified Financing, if this Note remains outstanding, the Subject Amount shall be converted into shares of the same securities (“Qualified Financing Securities”) sold by the Company in (and simultaneously with) the Qualified Financing. The number of shares of Qualified Financing Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Subject Amount as of the date of the closing of the Qualified Financing by (ii) the price per share of the Qualified Financing Securities sold in such Qualified Financing. The Qualified Financing Securities issuable upon such conversion of this Note shall be of the same type and at the same price as the Qualified Financing Securities issued in the Qualified Financing and shall otherwise be issued on substantially the same terms and conditions applicable to the Qualified Financing for a like number of Qualified Financing Securities. The Holder of this Note agrees to execute and deliver the same documents in the Qualified Financing as are executed and delivered by the investors in such Qualified Financing, if any, who are not holders of the Note. As
