Common use of Automatic Conversion upon Qualified Financing Clause in Contracts

Automatic Conversion upon Qualified Financing. Effective upon the closing of a Qualified Financing, all of the outstanding principal and accrued interest under this Note (the “Outstanding Amount”) will automatically be converted into shares of the same class and series of capital stock of the Maker issued to other investors on the same basis as the investment by such investors in the Qualified Financing (the “Qualified Financing Securities”) and at a conversion price equal to the price per share of Qualified Financing Securities paid by the other investors in the Qualified Financing (the “Qualified Financing Price”), with any resulting fraction of a share rounded down to the nearest whole share. Notwithstanding the foregoing, if the conversion of this Note pursuant to this Section 2(a) would otherwise result in the Holder, together with its affiliates, owning more than [***]% of the outstanding capital stock of the Maker, calculated on an as-converted fully-diluted basis (including as outstanding shares of capital stock issuable upon exercise or conversion of all outstanding stock options, warrants or other convertible securities of the Maker), immediately following the conversion of the Note [***] the Outstanding Amount shall be converted either pursuant to the first sentence of this Section 2(a) or, [***] into (i) that number of shares of Qualified Financing Securities that would result in the Maker reaching, but not exceeding, [***], and (ii) an amount in cash equal to the difference between (A) the product of (1) the number of [***] Shares issued upon conversion, multiplied by (2) the Qualified Financing Price and (B) the Outstanding Amount. The Maker shall notify the Holder in writing of the anticipated occurrence of a Qualified Financing at least [***] days prior to the closing date of the Qualified Financing.

Automatic Conversion upon Qualified Financing. Effective upon the closing of a Qualified Financing, all of the outstanding principal and accrued interest under this Note (the “Outstanding Amount”) will automatically be converted into shares of the same class and series of capital stock of the Maker issued to other investors on the same basis as the investment by such investors in the Qualified Financing (the “Qualified Financing Securities”) and at a conversion price equal to the price per share of Qualified Financing Securities paid by the other investors in the Qualified Financing (the “Qualified Financing Price”), with any resulting fraction of a share rounded down to the nearest whole share. Notwithstanding the foregoing, if the conversion of this Note pursuant to this Section 2(a) would otherwise result in the Holder, together with its affiliates, owning more than [***]% ] of the outstanding capital stock of the Maker, calculated on an as-converted fully-diluted basis (including as outstanding shares of capital stock issuable upon exercise or conversion of all outstanding stock options, warrants or other convertible securities of the Maker, including any other convertible securities held by GSK), immediately following the conversion of the Note [***] ], the Outstanding Amount shall be converted either pursuant to the first sentence of this Section 2(a) or, [***] ], into (i) that number of shares of Qualified Financing Securities that would result in the Maker reaching, but not exceeding, [***], and (ii) an amount in cash equal to the difference between (A) the product of (1) the number of [***] Shares issued upon conversion, multiplied by (2) the Qualified Financing Price and (B) the Outstanding Amount. The Maker shall notify the Holder in writing of the anticipated occurrence of a Qualified Financing at least [***] days prior to the closing date of the Qualified Financing.