Automatic Conversion upon a Qualified Financing. If a Qualified Financing occurs on or prior to the Maturity Date, then the outstanding principal amount of this Note, and all accrued and unpaid interest on this Note, shall automatically convert into fully paid and nonassessable shares of the capital stock issued and sold in such Qualified Financing at a price per share equal to the lesser of (i) an amount obtained by dividing (x) $22,500,000 by (y) the Fully Diluted Capitalization of the Company, with any fractional shares rounded down and (i) at the Qualified Financing Conversion Price, with any fractional shares rounded down.
Appears in 8 contracts
Sources: Note Subscription Agreement (Tenon Medical, Inc.), Note Subscription Agreement (Tenon Medical, Inc.), Note Subscription Agreement (Tenon Medical, Inc.)