Discretionary Conversion. Unless otherwise automatically converted upon an IPO or in a Qualified Financing, at any time prior to the Maturity Date (or any time after the Maturity Date with the consent of the Company and including prior to a Change of Control that occurs before a Qualified Financing or IPO) the Lender shall be entitled, by written notice to the Company, to convert the outstanding principal balance and unpaid accrued interest on this Note, in whole or in part, into the most senior class of stock of the Company then outstanding, at a conversion price based upon a maximum company pre-money valuation of Thirty-Five Million Dollars (US$35,000,000) on a fully diluted basis. The shares issued upon said conversion shall have all preferential and associated rights with said class and given to the investors in the applicable round of financing, and shall be identical in all terms except for said price. Any election to convert the Note pursuant to this Section 3.3 will be made in writing and delivered to the Company.
Discretionary Conversion. Unless otherwise automatically converted in a Qualified Financing, at any time prior to the Maturity Date (or any time after the Maturity Date with the consent of the Company and including prior to a Change of Control that occurs before a Qualified Financing) the Lender shall be entitled, by written notice to the Company, to convert the outstanding principal balance and unpaid accrued interest on this Note, in whole or in part, into the most senior class of stock of the Company then outstanding, at a conversion price based upon a maximum company pre-money valuation of eight million dollars (US$8,000,000) on a fully diluted basis. The shares issued upon said conversion shall have all preferential and associated rights with said class and given to the investors in the applicable round of financing, and shall be identical in all terms except for said price. Any election to convert the Note pursuant to this Section 3.2 will be made in writing and delivered to the Company.
Discretionary Conversion. Until, and/or in the absence of, the closing of purchases for cash of a minimum of $15 million of Convertible Preferred Stock, by Other Investors, on the terms and conditions set forth herein and in the Convertible Preferred Stock Term Sheet, the determination as to whether to convert any or all of the Bridge Funding into equity shall be made by Investor in its sole discretion. Investor may make such determinations from time to time with regard to any Note and at any time before such Note has been discharged in full, and, as applicable, at any time on or before the expiration of the thirty (30) day notice period required under each Note in the event the Company wishes to prepay such Note. Investor may, in its sole discretion, elect to convert any or all of the principal and/or interest due under each Note into any Equity Security and/or Debt Security (each as defined below) and/or any combination thereof, in each case that Investor shall designate in Investor's sole discretion (the securities so elected being the "INVESTOR DESIGNATED SECURITIES"). For purposes hereof, (i) the term "EQUITY SECURITY" means any class or series of equity security, or any combination of classes and/or series of equity securities, of the Company that have been authorized under the Company's certificate of incorporation, as amended and/or restated, including by any certificate of designation (the "CHARTER"), or any new class or series of equity security, or any combination of new and/or existing classes and/or series of equity securities, of the Company for which the Company has undertaken any agreement, obligation, promise, commitment or letter of intent to obtain such authorization and (ii) the term "DEBT SECURITY" means any evidence of indebtedness of the Company that the Company has authorized, created or incurred, or that the Company has undertaken any agreement, obligation, promise, commitment or letter of intent to authorize, create or incur.
Discretionary Conversion. At any time following the earlier of (i) the three (3) month anniversary of the original Issue Date, or (ii) the Maturity Date, the Holder may elect, by delivery of a conversion notice to the Company (the “Early Conversion Notice”), to convert all of the then outstanding principal amount and accrued interest due under this Note into shares of the Stock at a conversion price per share equal to the greater of (i) $0.134 (subject to adjustment for stock splits, stock dividends and the like that occur after the Issue Date) or (ii) an amount equal to eighty-five percent (85%) of the Weighted Average Closing Price of the Stock for the five (5) Trading Day period immediately prior to the date of the Early Conversion Notice (which date shall be no earlier than the date of receipt by the Company and which shall be referred to as the “Early Conversion Date”). For purposes of this Note:
Discretionary Conversion. At any time after its issuance the holder of such Parent Preferred Stock, at its option, may convert all or part of its Parent Preferred Stock into [—] ([—]) shares of Common Conversion Shares per share of Parent Preferred Stock (a “Discretionary Conversion”).
Discretionary Conversion. At any time after its issuance the holder of such Series B Preferred, at its option, may convert all or part of its Series B Preferred into One Thousand Nine Hundred Fourteen (1,914) shares of Common Conversion Shares per share of Series B Preferred (a “Discretionary Conversion”).
Discretionary Conversion. The Holder shall have the right at any time until the Maturity Date, to convert all or any portion of the then outstanding Principal Amount and/or accrued interest outstanding (the "Outstanding Obligation"). The number of shares of fully-paid and non-assessable shares of common stock of the Borrower (the "Common Stock") to be issued upon Conversion pursuant to this Section 2.1, as well as Section 2.2 and 2.3 shall be determined by dividing the portion of the Outstanding Obligation that Holder desires to convert by the Conversion Price. For purposes of Article II, the "Conversion Price" shall equal four dollars ($4.00) per share unless adjusted pursuant to Sections 2.5.
Discretionary Conversion
