Common use of Conversion Pursuant to Section Clause in Contracts

Conversion Pursuant to Section. 4(a). If this Note is to be automatically converted in accordance with Section 4(a), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company a lock-up agreement in connection with an Initial Public Offering in substantially the same form of lock-up agreement and other related agreements necessary to consummate the Initial Public Offering. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering for cancellation; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion. Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and if applicable and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section. 4(a5(a). If this Note is to be automatically converted in accordance with Section 4(a5(a), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company a lock-up agreement in connection with an Initial Public Offering in substantially the same form of lock-up agreement and other related agreements necessary to consummate the Initial Public Offering. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering for cancellation; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion. Any conversion of this Note pursuant to Section 4(a5(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and if applicable and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section. 4(a5(a) or 5(c). If this Note is to be automatically converted in accordance with pursuant to Section 4(a5(a) or 5(c), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the general terms of the conversion to be effected, specifying the IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, interest and the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the this Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company a lock-up agreement all transaction documents entered into by other purchasers/stockholders participating in connection with an Initial Public Offering in substantially the same form IPO or the Change of lock-up agreement and other related agreements necessary to consummate Control, as the Initial Public Offeringcase may be, including, but not limited to, any Customary Documents. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering IPO or the Change of Control, as the case may be, for cancellation; provided, however, that upon the closing of the Initial Public OfferingIPO or the Change of Control, as the case may be, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion. Any conversion of this Note pursuant to Section 4(a5(a) or 5(c) shall be deemed to have been made immediately prior to the closing of the Initial Public OfferingIPO or the Change of Control, and if applicable as the case may be, and on and after such date the Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such sharesshares of Common Stock.

Conversion Pursuant to Section. 4(a). If this Note is to be automatically converted in accordance with pursuant to Section 4(a), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the IPO Offering Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company all transaction documents reasonably requested by the Company, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a 180-day lock-up agreement in connection with an Initial Public Offering in substantially the same form of lock-up agreement and other related agreements necessary to consummate the Initial Public Offeringa public offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering for cancellation; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(d)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and if applicable Offering and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section. 4(a). If this Note is to be automatically converted in accordance with Section 4(a), written Written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying Qualified Financing and the IPO applicable Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, and the date on which such conversion Qualified Financing is expected to occur and occur, providing Investor with the opportunity to elect to convert the Note into shares of New Securities, and, upon the Company’s receipt of conversion elections from a Super Majority in Interest of Investors, calling upon such Investor to surrender to the Company, in the manner and at the place designated, the this Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a 180-day lock-up agreement in connection with an Initial Public Offering initial public offering), with all the rights of a purchaser in substantially the same form of lock-up agreement and other related agreements necessary to consummate the Initial Public OfferingQualified Financing. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering Qualified Financing for cancellation; provided, however, that upon the closing of the Initial Public OfferingQualified Financing and subject to the Company’s receipt of elections from a Majority in Interest of Investors, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iv). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to as of the closing of the Initial Public OfferingQualified Financing, and if applicable and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section. 4(a). If this Note is to be automatically converted in accordance with Section 4(a), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the IPO Conversion Price or Adjusted Conversion Price, as applicable, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company Company, and shall be bound upon such conversion by the obligations in, all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a 180-day lock-up agreement in connection with an Initial Public Offering initial public offering); provided, however, that Investor will have an opportunity to modify or delete any provisions of these transaction documents as it applies to Investor that are not customary or that apply particularly to the other purchasers participating in substantially the same form of lock-up agreement and other related agreements necessary to consummate the Initial Public OfferingQualified Financing. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering Qualified Financing for cancellation; provided, however, that upon the closing of the Initial Public OfferingQualified Financing, the closing of a Change of Control transaction or the maturity of this Note, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertified shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(d)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and if applicable Qualified Financing and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section. 4(a8(a). If Before Holder shall be entitled to convert this Note is into shares of Company Preferred, it shall surrender this Note, duly endorsed, at the office of Company and shall give written notice by registered or certified mail, postage prepaid, or overnight courier, charges prepaid to be automatically converted in accordance with Company at its principal corporate office, of the election to convert the same pursuant to Section 4(a8(a), written notice and shall be delivered to Investor at state therein the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the IPO Conversion Price, the principal amount of the unpaid principal amount and all accrued interest of this Note to be convertedconverted and the name or names in which the certificate or certificates for shares of Company Preferred are to be issued. Also before Holder shall be entitled to convert this Note into shares of Company Preferred, together with all accrued and unpaid interest, it shall execute the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company a lock-up agreement in connection with an Initial Public Offering in substantially the same form of lock-up stock purchase agreement and other related agreements necessary to consummate which the Initial Public Offering. Investor lead investor of the Financing also agrees executes, subject to deliver the original of this Note (or a notice such modifications to the effect agreements that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering for cancellation; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentenceHolder may reasonably request. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such Investor Holder of this Note a certificate or certificates for the number of shares of Company Preferred to which Investor Holder shall be entitled upon conversion (bearing such conversion. Any legends as are required by the Note Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to Company), together with a replacement Note (if any principal amount and accrued interest is not converted) and any other securities and property to which Holder is entitled upon such conversion under the terms of this Note pursuant Note, including a check payable to Holder for any cash amounts payable as described in Section 4(a8(b)(ii) below. The conversion shall be deemed to have been made immediately prior to the closing close of business on the date of the Initial Public Offeringsurrender of this Note, and if applicable and on and after such date the Person or Persons entitled to receive the shares issuable of Company Preferred upon such conversion shall be treated for all purposes as the record holder or holders of such sharesshares of Company Preferred as of such date.

Conversion Pursuant to Section. 4(a5(a). If this Note is to be automatically converted in accordance with pursuant to Section 4(a5(a), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the general terms of the conversion to be effected, specifying the IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, interest and the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the this Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company a lock-up agreement all transaction documents entered into by other purchasers participating in connection with an Initial Public Offering in substantially the same form of lock-up agreement and other related agreements necessary IPO, including but not limited to consummate the Initial Public Offeringany Customary Documents. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering IPO for cancellation; provided, however, that upon the closing of the Initial Public OfferingIPO, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion. Any conversion of this Note pursuant to Section 4(a5(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and if applicable IPO and on and after such date the Persons entitled to receive the shares units issuable upon such conversion shall be treated for all purposes as the record holder of such sharesunits.

Conversion Pursuant to Section. 4(a) or 4(a). Before Investor shall be entitled to convert this Note into shares of Series G Preferred in accordance with Section 4(a), it shall surrender this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) and give written notice to the Company at its principal corporate office of the election to convert the same pursuant to Section 4(a), and shall state therein the amount of the unpaid principal amount of this Note to be converted, together with all accrued and unpaid interest. If this Note is to be automatically converted in accordance with Section 4(a4(b), written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company all transaction documents entered into by other purchasers of the relevant securities (as may be amended), including any purchase agreement, investor rights agreement and other ancillary agreements, as applicable, with customary representations and warranties and transfer restrictions (including, without limitation, a 180-day lock-up agreement in connection with an Initial Public Offering in substantially the same form of lock-up agreement and other related agreements necessary to consummate the Initial Public Offeringinitial public offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering for cancellation; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing conversion of all of the Company’s share of preferred stock into Common Stock in connection with the Initial Public Offering, and if applicable and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.