Conversion upon Qualified Financing. Upon a Qualified Financing that occurs prior to the Maturity Date, Holder may, at its sole option, by written notice convert all or any part of the entire unpaid principal amount of this Note, together with any Interest accrued but unpaid thereon, into Qualified Financing Securities (a “Financing Conversion”). Upon a Conversion, the Holder shall be entitled to receive, and shall be issued, the same type and number of Qualified Financing Securities (the “Financing Conversion Securities”) as such Holder would have received had such Holder invested any such amount in such Qualified Financing. The issuance of the Conversion Securities upon a Conversion shall be upon the same terms and subject to the same conditions as are applicable to the Qualified Financing Securities issued in the Qualified Financing.
Conversion upon Qualified Financing. Effective upon a Qualified Financing, all of the outstanding principal and accrued interest under this Note (the “Outstanding Amount”) will, either automatically in the case of a Qualified Financing that is not a Qualified Private Financing, or upon the written election of the Holder provided to the Maker no later than five business days following delivery of the Financing Notice (the “Conversion Election”) in the case of a Qualified Private Financing, 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, including all contractual rights, if any, provided to all other investors in the Qualified Financing (the “Qualified Financing Securities”) and at a conversion price equal to the lowest price per share of Qualified Financing Securities paid by any other investor 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 would otherwise result in the Holder, together with its affiliates, owning more than 5% of the outstanding capital stock of the Maker, calculated on an as-converted fully-diluted basis (but not 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), immediately following the conversion of the Note (the “5% Threshold”), the Outstanding Amount shall be converted either pursuant to the first sentence of this Section 2 or, at the Holder’s option, into (i) that number of shares of Qualified Financing Securities that would result in the Maker reaching, but not exceeding, the 5% Threshold (the “5% Shares”), and (ii) an amount in cash equal to the difference between (A) the product of (1) the number of 5% 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 10 days prior to the closing date of the Qualified Financing.
Conversion upon Qualified Financing. Without any action on the part of the Holder, all of the outstanding principal and accrued interest (the “Outstanding Balance”) shall convert into New Round Stock upon the consummation of a Qualified Financing (the “Conversion Date”), based upon the lesser of: (i) $0.50 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the Conversion Date multiplied by 1.10 by (y) the actual price per New Round Stock in the Qualified Financing.
Conversion upon Qualified Financing. Upon a closing (the “Closing”) of a Qualified Financing, all of the principal and accrued interest then outstanding on the Note automatically shall be converted into Instruments at the Closing of the Qualified Financing. The price per investment instrument for the conversion shall be an amount equal to ninety-five percent (95%) of the price per share of the Instruments sold in the Qualified Financing (the “Conversion Price upon Qualified Financing”).
Conversion upon Qualified Financing. Subject to this Section 4.1, the Purchasers shall have the right to convert the principal and accrued interest of the Note, in whole or in part, into Qualified Securities, upon the same terms and conditions as set forth in the Qualified Financing.
Conversion upon Qualified Financing. Subject to the applicable provisions of this Section 3.1, at any time on or following a Qualified Financing, prior to the Maturity Date, at the sole election of the Holder, all or a portion of the outstanding principal and accrued and unpaid interest on this Note (the “Outstanding Balance”) may be converted into that number of shares of New Round Stock equal to: (i) the Outstanding Balance elected by the Holder to be converted (the “Conversion Amount”) divided by (ii) the lower of 0.6 multiplied by (A) the actual per share price of New Round Stock and (B) the VWAP of the Common Stock for the ten (10) Trading Days immediately preceding the date of the Qualified Financing.
Conversion upon Qualified Financing. In the event the Company completes a Qualified Financing prior to an IPO, a conversion pursuant to this Section 6, or repayment pursuant to Section 5 above, each Lender may require the Company to convert the Lender Loan Amount (plus any and all accrued and unpaid Interest if so elected by such Lender pursuant to Section 6.8.5 below), as of immediately prior to the initial closing of such Qualified Financing, into that number of Conversion Shares as is equal to the quotient of the (i) Lender Loan Amount (plus any and all accrued and unpaid Interest if so elected by such Xxxxxx, pursuant to Section 6.8.5 below), divided by (ii) the Qualified Financing PPS.
Conversion upon Qualified Financing. Unless earlier converted pursuant to this Section 6, or repayment pursuant to Section 53 above, upon the closing of a Qualified Financing, the Lender may require, in lieu of repayment of the Loan Amount, the Company to convert the Loan Amount into an equity investment in the Company. The Lender shall receive, in consideration for the conversion of the Loan Amount, such number of fully paid and non-assessable Company shares of the most senior class issued in such Qualified Financing (and also bearing the same rights with respect to the holders thereof) (the “Qualified Financing Securities”), equal to the number determined by dividing the Loan Amount by the price per share in the Qualified Financing.
Conversion upon Qualified Financing. The principal and unpaid accrued interest of each Note and Rollover Note will be automatically converted into Conversion Shares upon the closing of the Qualified Financing. The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note or Rollover Note to be converted on the date of conversion, by the Conversion Price. At least five (5) days prior to the closing of the Qualified Financing, the Company shall notify each holder of a Note or Rollover Note in writing of the terms under which the Equity Securities of the Company will be sold in such financing. Except with respect to the Conversion Price, the issuance of Conversion Shares pursuant to the conversion of each Note or Rollover Note shall otherwise be upon and subject to the same terms and conditions applicable to the Equity Securities sold in the Qualified Financing.
Conversion upon Qualified Financing. Upon the occurrence of a Qualified Financing, at the election of Lender (in its sole and absolute discretion) upon, and concurrent with, the closing of the subject Qualified Financing the then total aggregate outstanding Indebtedness evidenced by this Note will be converted into (and Lender will receive), fully paid and nonassessable shares of Capital Stock of the same class and type as the Capital Stock issued in such Qualified Financing (the “Conversion Shares”) at a conversion price equal to the lesser of: (i) the price per share price (paid by the other purchasers of the Conversion Shares, or (ii) the price equal to the quotient of $25,000,000 divided by the aggregate number of outstanding shares of Borrower’s Capital Stock (of all classes) as of immediately prior to the initial closing of the Qualified Financing as calculated on a Fully Diluted Basis (the “Cap Price”) and otherwise on the same terms and conditions as given to such other purchasers. Any election to convert this Note pursuant to this Section 4(a) will be made, in writing, by the Lender to Borrower at any time prior to the closing of the subject Qualified Financing.
