Payment in Equity Clause Samples

Payment in Equity. All of the development milestone payments set forth in Table 1 will be payable in cash, with the exception of those milestone payments for the first Licensed Compound which are marked with an asterisk in Table 1, in accordance with the following. For the payments marked by a single asterisk (*) in Table 1, *% of such payment shall be paid in cash and, at the election of Elixir, up to *% of such payment may be paid to BMS in shares of Elixir stock as set forth below. For the payments marked by a double asterisk (**) in Table 1, payment may be paid to BMS in cash or up to *% of such payment may be paid in shares of Elixir stock as set forth below, at the election of Elixir.

Payment in Equity. At any time on or before the due date of the amounts set forth in Section 3 (the “Conversion Date”), Censa shall have the option to convert the unpaid amounts due, plus any accrued interest thereon through the Conversion Date, into common shares at a price equal to [**]% less than the purchase price per share of paid by the investors for securities in the Qualified Financing or in absence of a Qualified Financing at a purchase price equal to [**]% less than the price paid by investors in the 2016 Series A financing. For the purposes of this Agreement, “Qualified Financing” shall mean an investment in preferred or common stock of Censa in which Censa receives gross proceeds of at least $[**]. Upon payment in equity, Shiratori shall execute Censa’s stockholders’ agreement.

Payment in Equity. All of the development milestone payments set forth in Table 1 will be payable in cash, with the exception of those milestone payments for the first Licensed Compound which are marked with one or more asterisks in Table 1, in accordance with the following. For the payments marked by a single asterisk (*) in Table 1, at the election of Sunesis up to the maximum equity portion set forth in column 2 may be paid to BMS in shares of Sunesis stock as set forth below, with the balance, if any, of such payment to be made in cash. For the payments marked by a double asterisk (**) in Table 1, at the election of Sunesis all or any portion of such payment may be paid to BMS in shares of Sunesis stock as set forth below, with the balance, if any, of such payment to be made in cash. For the payments marked by a triple asterisk (***) in Table 1, at the election of Sunesis, up to 50% of such payment may be paid to BMS in shares of Sunesis stock as set forth below, with the balance of such payment to be made in cash. Any milestone payment that Sunesis elects to make through the issuance of capital stock shall be made pursuant to a stock purchase agreement containing provisions (including, without limitation, representations, warranties and closing conditions) substantially in the form of the Series C-2 Stock Purchase Agreement (each, a “Subsequent Purchase Agreement”). In connection with milestone payments to BMS in shares of Sunesis stock before Sunesis becomes a Public Company, Sunesis shall not be entitled to qualify its representations and warranties contained in any Subsequent Purchase Agreement by, and shall not otherwise be entitled to issue Sunesis stock in connection with the payment to BMS of any milestone payment in the event of, any of the following: (i) any claim, suit, demand, investigation, litigation or other proceeding by or before a court or other governmental authority, (ii) any violation of any law, rule, regulation, statute, order or decree, or (iii) any matter related to regulatory matters or clinical trials, in the case of (i), (ii) or (iii) that has arisen since the date of the then most recent Qualified Equity Financing (or since the Effective Date if no Qualified Equity Financing has occurred subsequent to the Effective Date) and that has had, or would reasonably be expected to have, a material adverse effect on the business, operations or financial condition of Sunesis and its subsidiaries taken as a whole. In the event that any Sunesis stock iss...

Payment in Equity. All of the development milestone payments set forth in Table 1 will be payable in cash, with the exception of those milestone payments for the first Licensed Compound which are marked with an asterisk in Table 1, in accordance with the following. For the payments marked by a single asterisk (*) in Table 1, *% of such payment shall be paid in cash and, at the election of Elixir, up to *% of such payment may be paid to BMS in shares of Elixir stock as set forth below. For the payments marked by a double asterisk (**) in Table 1, payment may be paid to BMS in cash or up to *% of such payment may be paid in shares of Elixir stock as set forth below, at the election of Elixir. (a) Milestone Payments Prior to IPO: While Elixir remains a private company, any milestone payments made to BMS in Elixir stock shall consist of shares of the same securities issued in connection with the then most recent Qualified Equity Financing (except if necessary to satisfy part (v) of the Qualified Equity Financing definition, whereupon such securities may be the new class of preferred stock described in clause (1) of the parenthetical contained in such part (v)), with such securities being valued at a price per share at which such securities were sold in such Qualified Equity Financing (as appropriately adjusted for any stock-split, combination, reclassification, reorganization or other similar event), and in connection therewith, BMS shall be granted the same rights, preferences and privileges granted to other holders of the securities issued in connection with such Qualified Equity Financing (other than Elixir information and inspection rights, which will be excluded in the same fashion as provided by Section 4.3 of the Stock Issuance and Joinder Agreement, which is one of the Equity Agreements), provided, however, that, if no such Qualified Equity Financing has occurred prior to the applicable milestone payment, then the milestone payment made to BMS in Elixir stock shall consist of shares of Series B Preferred Stock with such securities being valued at $1.00 per share (as appropriately adjusted for any stock-split, combination, reclassification, reorganization or other similar event), and in connection therewith BMS shall be granted the same rights, preferences and privileges granted to other holders of Series B Preferred Stock in connection with the Series B Financing (other than Elixir information and inspection rights, which will be excluded in the same fashion as provided ...