Qualifying Financing. (a) If there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to:
(i) The total Purchase Amount divided by the Discount Price; rounded to the nearest whole number.
(b) The Company must, not later than 3 Business Days after the issue of the QF Shares in accordance with clause 3(a), send to the Investor a certificate for the number of QF Shares issued to the Investor.
(c) Prior to being issued with any QF Shares under clause 3(a), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing.
Qualifying Financing. Upon the closing of a financing transaction in which the Company raises cash proceeds net of the costs of the transaction of not less than $1,000,000 in one transaction or in a series of related transactions in which the Company issues equity securities or securities convertible into or exchangeable for, equity securities, or options or rights to purchase equity securities to one or more investors, this Note shall immediately become due and payable.
Qualifying Financing. (a) The Company must give the Investor written notice of any anticipated Qualifying Financing no less than 5 Business Days prior to the Company's entry into definitive documents relating to the Qualifying Financing.
(b) Subject to clauses 3(d), 6, and 10, if there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to the higher of:
(i) the Purchase Amount divided by the Discount Price; or
(ii) the Purchase Amount divided by the Cap Price, in each case capped at the Ownership Cap and rounded to the nearest whole number of QF Shares.
(c) The Company must, within 3 Business Days after the issue of the QF Shares in accordance with clause 3(b), send to the Investor a certificate for the number of QF Shares issued to the Investor.
(d) If a Shareholders Agreement is in existence or is being entered into at the time of the Qualifying Financing and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any QF Shares under clause 3(b), either:
(i) enter into the Shareholders Agreement; or
(ii) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees), as instructed by the Company, provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing.
Qualifying Financing. Lender, at its option, may suspend its obligations to make any further Advances after January 31, 2009, if Borrower has not, after the date hereof, completed an equity and/or debt financing (or series of financings) for aggregate gross proceeds to Borrower of at least $1.7 million (a “Qualifying Financing”) by delivery of written notice of such suspension to Borrower at least ten (10) Business Days prior to the effective date of such suspension. In the event Lender suspends its obligations to make further Advances pursuant to this Section 1.10, Lender’s obligations to make further Advances shall be automatically resumed upon the completion of a Qualifying Financing by Borrower after January 31, 2009.
Qualifying Financing. Borrower fails or is unable to complete a Qualifying Financing by December 31, 2024.
Qualifying Financing. Whenever required under this Agreement to complete the Qualifying Financing, the Company shall, as expeditiously as possible, prepare the necessary offering documents and supporting materials and use its best efforts to complete the Qualifying Financing by the Qualifying Financing Deadline.
Qualifying Financing. Following the date of this Agreement and at or prior to the Closing, the Company shall have received gross proceeds in an aggregate amount equal to or greater than US$75,000,000 (or its equivalent in another currency or currencies) through the sale of Common Shares, excluding the proceeds to be received pursuant to this Agreement and the Company shall have provided evidence of the receipt of such amount of gross proceeds that is acceptable to the Subscriber.
Qualifying Financing. Use commercially reasonable efforts to complete successfully a Qualifying Financing by December 31, 2024.
Qualifying Financing. If there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to the higher of:5 the Purchase Amount divided by the Discount Price; or the Purchase Amount divided by the Safe Price rounded to the nearest whole number. The Company must, not later than 3 Business Days after the issue of the QF Shares in accordance with clause 3.1(a), send to the Investor a certificate for the number of QF Shares issued to the Investor. Prior to being issued with any QF Shares under clause 3.1(a), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing. Exit Event If there is an Exit Event before the Termination Date, the Investor will, at its election within 2 Business Days of receipt of notice of the Exit Event from the Company, either: receive a cash payment equal to the Purchase Amount; or automatically receive from the Company (with effect immediately prior to the Exit Event) that number of Ordinary Shares equal to the higher of: the Purchase Amount divided by the Exit Event Price; or the Purchase Amount divided by the Safe Price, rounded to the nearest whole number. If the Investor makes no election within 2 Business Days of notice of the Exit Event, it will be deemed to have elected to receive Ordinary Shares in accordance with clause 4.1(a)(ii)(A). If the Investor elects to receive cash under clause 4.1(a)(i), an amount equal to the Purchase Amount will be due and payable by the Company to the Investor concurrently with the completion of the Exit Event. The Company must, not later than 3 Business Days after the issue of the Ordinary in accordance with clause 4.1(a)(ii)(A), send to the Investor a certificate for the number of Ordinary Shares issued to the Investor. Prior to being issued with any Ordinary Shares under clause 4.1(a)(ii), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous ...
