Qualified Equity Financing. The term “Qualified Equity Financing” means an equity financing pursuant to which the Company sells shares of its Preferred Stock with an aggregate sales price of at least $2 million ($2,000,000), excluding any and all convertible bridge notes (including Notes issued pursuant to Schedule 1 of the Convertible Promissory Note) which are converted into preferred stock and with the principal purpose of raising capital.
Qualified Equity Financing. (i) Following the consummation of the Initial Equity Financing and until the earliest of (A) the Non-Breach Termination Date, (B) a termination of this Agreement other than a Non-Breach Termination, (C) an IPO, (D) a Change of Control, (E) a Triggering Financing Closing (as defined below) and (F) March 31, 2016, upon such time as Dermira has determined that it is reasonably likely that it will consummate a Qualified Equity Financing, but in no event less than 25 days prior to the execution of the purchase agreement providing for such Qualified Equity Financing (the “Qualified Financing Closing”), Dermira shall notify UCB in writing of such Qualified Equity Financing (including the material terms thereof) (the “Qualified Financing Notice”). Following the date of the Qualified Financing Notice, Dermira shall keep UCB reasonably informed of any material changes to the information contained in the Qualified Financing Notice and shall provide UCB with drafts of the applicable Subsequent Financing Documents that it sends to the lead investor in such Qualified Equity Financing promptly following distribution to such lead investor.
(ii) Concurrently with the Qualified Financing Closing, Dermira shall issue and sell to UCB (or any of its designated UCB Subsidiaries), and UCB agrees to purchase (or to cause its UCB Subsidiaries to purchase) from Dermira, in a private placement under the Securities Act, the Initial Subsequent Financing Amount of the class of Dermira preferred stock sold in the Qualified Equity Financing at the Qualified Equity Financing Per Share Price.
Qualified Equity Financing. If there is a Qualified Equity Financing before the expiration or termination of this Instrument, the Company will redeem the this Instrument up to the sum of the Repayment Ratio unless it is mutually agreed between the parties that the Company should issue to the Investor either: (1) a number of shares of Standard Preferred Stock equal to the unrepaid element of the Purchase Amount divided by the price per share of the Standard Preferred Stock, if the pre-money valuation is less than or equal to the Valuation Cap; or (2) a number of shares of Safe Preferred Stock equal to the unrepaid Purchase Amount divided by the Safe Price, if the pre-money valuation is greater than the Valuation Cap. In connection with the issuance of Standard Preferred Stock or Safe Preferred Stock, as applicable, by the Company to the Investor pursuant to this Section 1(a):
(i) The Investor will execute and deliver to the Company all transaction documents related to the Qualified Equity Financing; provided, that such documents are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and provided further, that such documents have customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor.
Qualified Equity Financing. If the Issue Date is determined pursuant to Section 2(a)(i), then:
(A) The Class of the Warrant Shares shall be the class of equity securities issued in the Qualified Equity Financing;
(B) The number of Warrant Shares shall be calculated by dividing (x) the Applicable Loan Amount by (y) 85% multiplied by cash price paid per share for the equity securities by the investors in the Qualified Equity Financing; and
(C) The Warrant Price per Warrant Share shall be equal to the amount provided for in clause (y) of Section 2(b)(i)(B).
Qualified Equity Financing. This SAFE will automatically convert into Equity Securities upon the closing of the Qualified Equity Financing. The number of Equity Securities the Company issues upon such conversion will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the Purchase Amount by (y) the applicable Discount Price. At least five (5) days prior to the closing of the Qualified Equity Financing, the Company will notify the Investor in writing of the terms of the Equity Securities that are expected to be issued in such financing. The issuance of Equity Securities pursuant to the conversion of this Safe will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Qualified Equity Financing (except that, in the event the Equity Securities to be issued in the Qualified Equity Financing are Preferred Equity Interests with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Investor in lieu of such Preferred Equity Interests).
Qualified Equity Financing. Unless earlier converted pursuant to Sections 2.2 (a), (c), or (d), if a Qualified Equity Financing occurs before March 31, 2007, then the outstanding principal amount of all Notes plus accrued interest shall automatically convert into the type, class and series of the Company’s equity securities issued in the Qualified Equity Financing at the same price per share and on the same other terms under the Qualified Equity Financing.
Qualified Equity Financing. The outstanding principal and unpaid accrued interest of each Note shall be automatically converted into Conversion Shares upon the closing of a Qualified Equity 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 each Note, on the date of conversion, by the Conversion Price. At least three days prior to the closing of the Qualified Equity Financing, the Company shall deliver notice to the holder of each Note at the address last shown on the records of the Company for the Lender or given by the Lender to the Company for the purpose of notice, notifying the Lender of the conversion to be effected and the terms under which the Equity Securities of the Company will be sold in such financing. The issuance of Conversion Shares pursuant to the conversion of each Note shall be upon and subject to the same terms and conditions applicable to the Equity Securities sold in the Qualified Equity Financing, including any minimum shareholding requirements for the exercise of certain stockholder rights.
Qualified Equity Financing. Upon the occurrence of a Qualified Equity Financing the Crowd Note will convert into Conversion Shares pursuant to the following:
a. If the Investor is not a Major Investor, the Crowd Note will convert into Conversion Shares upon the earlier of (i) the Company’s election or (ii) a Corporate Transaction.
b. If the Investor is a Major Investor, the Company will convert the Crowd Note into Conversion Shares prior to the closing of the Qualified Equity Financing.
Qualified Equity Financing. Upon the occurrence of a Qualified Equity Financing the Crowd Note shall convert automatically, without any further action on the part of either the Company or the Investor, whereupon the Crowd Note shall be deemed canceled, into the number of Conversion Shares equal to the quotient obtained by dividing the Outstanding Loan Balance by the Conversion Price prior to the closing of the Qualified Equity Financing.
Qualified Equity Financing. Upon the event of a Qualified Equity Financing, occurring prior to conversion of this Note pursuant to Section 5.2, the Holder of the Note shall have the option of converting the Principle Amount, plus all accrued Interest, into the Conversion Units. For purposes of this Section 5.1, the Conversion Units shall mean such number of Shares as may be determined by dividing the sum of the Principal Amount plus accrued Interest by the Share Price. For purposes of this Section 5.1 the Share Price shall mean the greater of (a) the Share Price upon which the Shares of the Company are sold in the Qualified Equity Financing or (b) the Share Price which the Shares are attributed pursuant to the then applicable valuation determined in connection with the Qualified Equity Financing.
