Common use of Upon a Qualified Financing Clause in Contracts

Upon a Qualified Financing. For the purposes of this Agreement, a “Qualified Financing” shall mean a financing completed after the date hereof involving the sale of equity securities of the Company (or equity securities and securities exchangeable for or convertible into equity securities) primarily for capital-raising purposes resulting in gross proceeds to the Company of at least $5,000,000, not including (i) the outstanding principal amount of the Note, or any other convertible notes of the Company, and, in each case, any accrued and unpaid interest thereon, or (ii) any Warrant Shares underlying the Warrant. Upon the closing of any such Qualified Financing, all principal and interest on the Note shall automatically convert into that number and type of securities issued in such Qualified Financing (the “Qualified Financing Securities”) determined by dividing (i) the outstanding principal amount of the Note plus all accrued and unpaid interest thereon by (ii) the lesser of (x) the Discounted Qualified Financing Price (as defined below), and (y) the Capped Price (as defined below). The Purchaser agrees that, in connection with the conversion of the Note in connection with a Qualified Financing in accordance with this Section 3.4(a), such Purchaser will execute all necessary documents in connection with such Qualified Financing reasonably requested of the Purchaser, including executing a customary lock-up agreement, definitive purchase agreement, investor rights agreement or such other financing agreements as shall be agreed upon by the Company and the other investors participating in or any underwriter engaged by the Company for purposes of effecting any such Qualified Financing.

Upon a Qualified Financing. For the purposes of this Agreement, a “Qualified Financing” shall mean a financing completed after the date hereof involving the sale of equity securities of the Company (or equity securities and securities exchangeable for or convertible into equity securities) primarily for capital-raising purposes resulting in gross proceeds to the Company of at least $5,000,000, not including (i) the outstanding principal amount of the NoteNotes, or any other convertible notes of the Company, and, in each case, any accrued and unpaid interest thereon, or (ii) any Warrant Shares underlying the Warrant. Upon the closing of any such Qualified Financing, all principal and interest on the each Note shall automatically convert into that number and type of securities issued in such Qualified Financing (the “Qualified Financing Securities”) determined by dividing (i) the outstanding principal amount of the such Note plus all accrued and unpaid interest thereon by (ii) the lesser lower of (x) the Discounted Qualified Financing Price (as defined below), and (y) the Capped Price (as defined below). The Each Purchaser agrees that, in connection with the conversion of the Note Notes in connection with a Qualified Financing in accordance with this Section 3.4(a), such Purchaser will execute all necessary documents in connection with such Qualified Financing reasonably requested of the PurchaserPurchasers, including executing a customary lock-up agreement, definitive purchase agreement, investor rights agreement or and such other financing agreements as shall be agreed upon by the Company and the other investors participating in or any underwriter engaged by the Company for purposes of effecting any such Qualified Financing.