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Qualified Offering Sample Clauses

Qualified OfferingThe definition of “Qualified Offering” set forth in Section 1.1 of the Securities Purchase Agreement (and as referenced in the other Transaction Documents) is deleted in its entirety and hereby replaced with the following:
Qualified Offering. Notwithstanding anything in this Certificate of Designation to the contrary, if at any time after the Issue Date the Company completes a Qualified Offering and the product of 1.2 and the purchase price per share of Common Stock paid (or deemed paid) by investors in any offering or private placement consummated in such Qualified Offering is less than the Conversion Price then in effect (the “Existing Conversion Price”), the Existing Conversion Price shall immediately thereafter be reduced to the product of 1.2 and the lowest purchase price per share of Common Stock paid in any such Qualified Offering; provided however, that in no event shall the amount of the reduction to the Existing Conversion Price pursuant to this section exceed 35% of the Existing Conversion Price; provided further, that if an issuance or deemed issuance of Common Stock would result in a greater reduction in the Existing Conversion Price under the other provisions of this Section 6(c) than under this Section 6(c)(iii), then the Existing Conversion Price shall be adjusted instead pursuant to such other applicable provision of this Section 6(c).
Qualified OfferingSubject to Section 2.2(b) below, if a Qualified Offering is completed, without further action from the Lender, on the closing date of the Qualified Offering, 100% of the outstanding principal and accrued, but unpaid interest under the terms of each Note shall be converted into Conversion Shares at the Conversion Price. Upon conversion, the Conversion Shares deliverable hereunder shall be issued within four (4) business days of the conversion date.
Qualified Offering. No later than one (1) Trading Day immediately prior to the Qualified Offering Date, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Qualified Offering Notice”), which shall include (i) the Company’s reasonable estimate of the amount of Qualified Offering Proceeds for such Qualified Offering, (ii) the Public Offering Price Per Share in such Qualified Offering, (iii) a calculation of the Fixed Conversion Price in effect as of the Qualified Offering Date, giving effect to any adjustment to the Fixed Conversion Price as a result of such Qualified Offering. At any time beginning on the second (2nd) Trading Day immediately following the Qualified Offering Date, the Company may, at its sole option and in its sole discretion, redeem (a “Qualified Offering Redemption”), all or part of the Conversion Amount of this Note (the “Qualified Offering Redemption Amount”) by delivering written notice thereof (the “Qualified Offering Redemption Notice”) to the Holder. The Qualified Offering Redemption Notice shall state (i) the Qualified Offering Redemption Amount to be redeemed in such Qualified Offering Redemption pursuant to this Section 5(c), (ii) the date the Company is required to pay to the Holder the Qualified Offering Redemption Price (as defined below) (the “Qualified Offering Redemption Date”), which date shall be no earlier than fifteen (15) calendar days following the date of delivery of such Qualified Offering Redemption Notice. Each portion of this Note subject to redemption pursuant to this Section 5(c) shall be redeemed by the Company in cash at a price equal to the product of (i) the Qualified Offering Redemption Premium multiplied by (ii) the Qualified Offering Redemption Amount (the “Qualified Offering Redemption Price”). Redemptions required by this Section 5(c) shall be made in accordance with the provisions of Section 9. Notwithstanding anything herein to the contrary, but subject to Section 3(d), at any time prior to the date the Qualified Offering Redemption Price (together with any Late Charges thereon) is paid, in full, the Qualified Offering Redemption Amount may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to Section 3; provided, however, that if the Qualified Offering involves the sale of Common Stock together with any Options or Convertible Securities, in any combination thereof, as a unit, the Qual...
Qualified OfferingUpon closing of the Qualified Offering, all of the principal and accrued and unpaid interest then outstanding under each Note shall, at the option of the Lender holding such Note, either (x) become due and payable in cash from the proceeds of the Qualified Offering, or (y) convert into Conversion Securities as set forth in Section 2.1 of the Purchase Agreement.
Qualified Offering. Upon the consummation of a Qualified Offering, the Purchaser shall have the option to convert their Preferred Stock, along with any other preferred stock of the Company then held by them, into the securities issued in the Qualified Offering, at a 30% discount to the public offering price at which the securities in the Qualified Offering were issued.
Qualified OfferingThe Company shall, as soon as practicable following the Closing, offer to Accredited Investors that are existing shareholders of the Company (other than the Purchaser), up to 76,923 units of securities of the Company, with each such unit comprised of (i) one (1) Share, (ii) a Common Stock Warrant to purchase fifty (50) Common Stock Warrant Shares and (iii) a Preferred Stock Warrant to purchase one (1) Preferred Stock Warrant Share (the “Maximum Qualified Offering Amount”) at an aggregate purchase price of $32.50 for each unit. To the extent such existing shareholders of the Company do not acquire the entire Maximum Qualified Offering Amount, the Company shall offer any such portion of the Maximum Qualified Offering Amount not so purchased by existing shareholders to other Accredited Investors reasonably acceptable to the Purchaser. The transactions described in the first two sentences of this Section 4.13 shall be collectively referred to herein as the “Qualified Offering”. Closing of the Qualified Offering shall occur on or before the date that is one hundred and twenty (120) days following the Closing Date. For the avoidance of doubt, securities issued pursuant to the Qualified Offering will not be subject to the participation rights granted by the Company to the Purchaser pursuant to Section 4.12.
Qualified Offering. If Foreland has not received, and delivered to EIF, a commitment for a Qualified Offering by November 9, 1998, Foreland shall deliver to EIF a warrant in the form of Warrant No. 2 with an exercise price of Five Dollars ($5) per share. If Foreland has not received the net proceeds of a Qualified Offering by February 10, 1999, Foreland shall deliver to EIF a warrant in the form of Warrant No. 2 with an exercise price of Four Dollars ($4) per share. The warrant issued shall be for the number of shares equal to: (i) the shares represented by Warrant No. 1; (ii) the shares represented by Warrant No. 2 and (iii) the total number of shares represented by all warrants issued pursuant to Section 7.39(b) of this Agreement. Upon issuance of the warrants pursuant to this paragraph, EIF will deliver the then existing Warrant No. 1 and Warrant No. 2 and any warrants issued pursuant to Sections 7.39(b) of this Agreement to Foreland for cancellation. 23 Article VII is further amended by adding the following:
Qualified Offering. The Minimum Offering Shares shall have been issued and sold in the Qualified Offering.” (n) Section 6.02
Qualified OfferingThe Borrower shall use its commercially reasonable best efforts to conduct a Qualified Offering prior to the Maturity Date, it being understood that the approval required to conduct such capital increase may only be obtained by a vote of the Borrowers' shareholders at a general meeting of shareholders.