Qualified Financing. The definition of “Qualified Financing” is hereby amended to replace the “$10,000,000” set forth therein with “$8,000,000.”
Qualified Financing automatically, on a Qualified Financing, into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investor(s) in the Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investor(s) in such Qualified Financing) at the Conversion Price;
Qualified Financing. At the closing of the Qualified Financing the Note Amount shall automatically, and without further action or consent of Registered Holder, convert into that number of Conversion Securities that results from dividing the Note Amount by the applicable Conversion Price (plus, for the avoidance of doubt, any warrant(s) and/or other equity securities convertible into or exercisable for capital stock of the Company that would be issuable in connection with an investment in the Qualified Financing of the Note Amount). Registered Holder will deliver the original Note to the Company and will execute and deliver to the Company at the closing as an “investor” thereunder such stock purchase agreement, investors’ rights agreement and/or any other agreements as are entered into by the investors in the Qualified Financing generally; provided that the Company agrees such agreements shall be in a form acceptable to Registered Holder acting reasonably.
Qualified Financing. Notwithstanding anything to the contrary contained in this Agreement and the Restated Articles, but without prejudice to Section 3.1, Section 3.2, Section 3.3, Section 3.4(a), Section 3.6 and Section 3.7, if the Company proposes to consummate a Qualified Financing with any potential investor at any time after the date hereof, each Shareholder shall, at their own cost, take all actions, execute all documents and do all things required by law or as may be necessary or customarily desirable to consummate such Qualified Financing, including but not limited to (if applicable):
(a) voting all of its Shares or executing proxies or written consents, and procures the Director(s) appointed by such holder to vote or executing proxies or written consents (subject always to such Director’s fiduciary duties), as the case may be, in favor of or approving the Qualified Financing, to effect the reclassification, authorization and issuance of new class of preferred shares (as applicable) to the investors, amendment to or restatement of this Agreement and the Restated Articles to include relevant rights and privileges for the new class of preferred shares issued and for the new investors with respect to such Qualified Financing (the “Qualified Financing Amendments”); and
(b) executing, delivering and performing the Qualified Financing Amendments and any other ancillary documents necessary for the consummation of such Qualified Financing.
Qualified Financing. (i) Upon the closing of an equity financing of the Company for an aggregate consideration of at least $5,000,000.00 (excluding conversion of the Bridge Notes and other than a Qualified IPO as defined below) (the “Equity Financing”) and in which the Company sells shares of its equity securities (the “Equity Securities”), the principal and interest due on this Note shall be convertible, automatically and without further action by the Holder hereof, into that number of fully paid and nonassessable shares of Equity Securities determined by dividing the unpaid principal amount of this Note and interest due as of the Financing Closing Date (as defined herein) by eighty-five percent (85%) of the per share purchase price of the Equity Securities issued in the Equity Financing. The conversion shall be deemed to have occurred as of the date of such closing or the date of the first closing (after which aggregate consideration of at least $5,000,000 has been received) in a series of closings (the “Financing Closing Date”). The Company shall give the Holder at least ten (10) days prior written notice of the terms and conditions of the proposed Equity Financing and of the proposed Financing Closing Date. As a condition precedent (which may be waived by the Company) to conversion of this Note as provided for in this Section 5(a)(i), the Holder of this Note will be required to execute the definitive stock purchase agreement and such other agreements prepared in connection with the Equity Financing as are usual, reasonable and customary. In any event, upon the conversion of this Note as set forth in this Section 5(a)(i), the Equity Securities, including any warrants or other property or rights associated therewith, received by the Holder shall have identical rights, preferences and privileges as received by investors in the Equity Financing, and shall benefit from identical representations, warranties, covenants and registration rights, if any, of and from the Company as those received by the investors in the Equity Financing.
(ii) Upon the closing of a debt financing of the Company for an aggregate consideration of at least $5,000,000.00 (excluding conversion of the Bridge Notes) (the “Debt Financing”) and in which the Company sells its notes or equivalent, including convertible debt, (the “Debt Securities”), the principal and interest due on this Note shall, subject to the last two sentences of this Section 5(a)(ii), be convertible, automatically and without further acti...
Qualified Financing. In the event that the Company consummates an equity financing (except for a financing solely in connection with a business development transaction with a strategic partner or a disposition, transfer or license of the Company’s products or rights) prior to the Maturity Date, in which (i) the Company issues securities that are senior to or pari passu with the Series C Preferred Stock of the Company (the “New Qualified Securities”) and (ii) the aggregate proceeds to the Company (excluding any amounts converted pursuant to this Note or any other Note) equal or exceed $30,000,000 (a “Qualified Financing”), at the option of the Majority Noteholders, the Outstanding Amount shall convert into the number of New Qualified Securities that is equal to (A) the Outstanding Amount divided by (B) the lesser of (1) Base Conversion Price as of the date of such conversion and (2) ninety percent (90%) of the price per New Qualified Security at which the New Qualified Security is sold to investors in the Qualified Financing.”
(o) Section 1(d) of the Junior Notes shall be amended and restated in its entirety as follows:
Qualified Financing. Concurrently with the closing of the Qualified Financing, AntriaBio shall issue to XOMA the shares and/or securities set forth in Section 1.4 of the Stock Agreement. Within fifteen (15) days following the closing of the Qualified Financing, AntriaBio shall pay XOMA the greater of (a) [*] of the net proceeds from the Qualified Financing and (b) Six Million Dollars ($6,000,000).
Qualified Financing. In the event the Borrower consummates an Equity Financing following the date of issuance of this Note pursuant to which it issues and sells shares of Capital Stock resulting in aggregate proceeds (excluding the conversion of this Note and each of the Other Notes) to the Borrower of at least $2,000,000 (a “Qualified Financing”), and provided that this Note remains outstanding at the time of such Qualified Financing, Lender may, upon 10 days’ prior notice, elect to have the outstanding principal and unpaid accrued interest of this Note converted into shares of the same class and series of Equity Securities sold in such Qualified Financing, provided that the Lender may elect to receive shares of the Series C Convertible Preferred Stock of the Borrower instead of shares of common stock of the Borrower (the “Common Stock”) to the extent that shares of Common Stock are issued in such Qualified Financing, at a price per share equal to the lesser of: (a) 80% (i.e., a 20% discount) of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting our Capital Stock. At least 10 business days prior to the closing of the Qualified Financing, the Borrower shall notify Lender in writing of the terms under which the Equity Securities of the Borrower will be sold in such financing. The conversion of this Note into Equity Securities under this Section 3.2 shall occur on the closing date of such Qualified Financing, and at the closing of the Qualified Financing, Lender shall execute a stock purchase agreement in the same form as that executed by the other investors of the Qualified Financing.
Qualified Financing. The Purchaser shall have consummated an equity financing transaction generating at least $5,000,000 in net proceeds to the Purchaser ("Qualified Financing").
Qualified Financing. The Purchaser shall have consummated a Qualified Financing.
