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 the outstanding principal amount of the Notes, or any other convertible notes of the Company, and, in each case, any accrued and unpaid interest thereon. Upon the closing of any such Qualified Financing, all principal and interest on 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 such Note plus all accrued and unpaid interest thereon by (ii) the lower of (x) the Discounted Qualified Financing Price (as defined below), and (y) the Capped Price (as defined below). Each Purchaser agrees that, in connection with the conversion of the 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 Purchasers, including executing a definitive purchase agreement, investor rights agreement and such other financing agreements as shall be agreed upon by the Company and the other investors participating in 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 NotesNote, 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 each 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 such the Note plus all accrued and unpaid interest thereon by (ii) the lower lesser of (x) the Discounted Qualified Financing Price (as defined below), and (y) the Capped Price (as defined below). Each The Purchaser agrees that, in connection with the conversion of the Notes 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 PurchasersPurchaser, including executing a customary lock-up agreement, definitive purchase agreement, investor rights agreement and 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.