Convertible Debt Financing Sample Clauses
A Convertible Debt Financing clause outlines the terms under which a company borrows money from investors with the agreement that the debt will convert into equity, typically during a future financing round. This clause specifies the interest rate, maturity date, and the conversion mechanism, such as the discount rate or valuation cap applied when the debt converts to shares. Its core function is to provide early-stage companies with flexible funding while deferring valuation negotiations, thereby facilitating investment when company value is uncertain.
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Convertible Debt Financing. (a) The Purchaser acknowledges and understands the Company intends to consummate a subsequent financing of convertible senior secured debentures and warrants for an aggregate sales price of not less than $1,500,000 (which amount includes the $300,000 Purchase Price received by the Company in exchange for the Securities being sold hereunder) (such financing, the “Convertible Debt Financing”). The Purchaser further acknowledges and understands that upon the consummation of the Convertible Debt Financing, the Note issued pursuant to this Agreement will be converted into the securities issuable in such Convertible Debt Financing. Annexed hereto as Exhibit A is a term sheet summarizing the principal terms and conditions relating to the Convertible Debt Financing, and each Purchaser is strongly encouraged to read and understand such terms prior to making its investment in the Company.
(b) The Company further agrees that the Purchaser shall be entitled to have the Shares issued hereunder registered on the registration statement contemplated by the Convertible Debt Financing, pari passu, with the investors in the Convertible Debt Financing. The foregoing rights, however are subject to each Purchaser, however, agreeing to the terms and conditions pertaining to such registration as may be set forth in the registration rights agreement or other applicable agreement entered into by the Company and the investors in the Convertible Debt Financing.
Convertible Debt Financing. Sprint agrees to make advances of funds to Newco and the Company, as co-borrowers, in the amounts and at the times specified in, and subject to the terms and conditions set forth in, the Credit Agreement attached hereto as Exhibit E (the "Credit Agreement"), (A) which shall be executed and delivered by the Parties thereto on the date hereof, but which shall not become effective until the Closing and then only if all of the applicable conditions to the Closing have been satisfied or waived, and (B) advances thereunder shall be evidenced by one or more Convertible Notes which shall be convertible into Newco Common Stock, a form of which Convertible Note is attached to the Credit Agreement.
Convertible Debt Financing. Borrower shall have received at least Thirty Million Dollars ($30,000,000) in cash proceeds (less any fees and expenses) from the issuance of the New Convertible Notes on or prior to June 30, 2012. Notwithstanding the foregoing, if, as of the last day of any fiscal quarter, Borrower maintains (I) a Liquidity Ratio of at least 1.50 to 1.00 and (II) a balance of unrestricted cash and Cash Equivalents at Bank plus cash and Cash Equivalents subject to a Control Agreement greater than (i) Twenty Five Million Dollars ($25,000,000) plus (ii) beginning on March 31, 2013, the outstanding principal amount of the Existing Convertible Notes, if any, the covenants set forth in Sections 6.7(b) and 6.7(c) above shall not be applicable for such fiscal quarter.”
Convertible Debt Financing. 5 1.06. Merger of Newco Sub into the Company and Conversion of Company into Newco Stock..................................................... 6 1.07. Governance Agreement and Stockholders Agreement................................ 7 1.08. Registration Rights Agreement.................................................. 8 1.09. Closing........................................................................ 8
Convertible Debt Financing. The Purchaser acknowledges and understands the Company intends to consummate a subsequent financing of convertible secured debentures and warrants (which amount includes the $1,500,000 Purchase Price received by the Company in exchange for the Note being sold hereunder) (such financing, the “Convertible Debt Financing”). The Purchaser further acknowledges and understands that upon the consummation of the Convertible Debt Financing, the Note issued pursuant to this Agreement will be converted into the securities issuable in such Convertible Debt Financing.
Convertible Debt Financing