Conversion upon Exit Event Sample Clauses
Conversion upon Exit Event. Unless previously converted or repaid in accordance with Sections 5.1 - 5.3 above, immediately prior to the consummation of an Exit Event (as defined below) by either Borrower or any Series, the Loan Amount in full (or the relevant Series Contributed Amount, as the case may be), shall automatically be converted into shares of the Borrower or the relevant Series undergoing the Exit Event at a price per share equal to the price paid by the purchaser or surviving entity in such Exit Event (or the volume-weighted average price paid by the purchasers in a public offering, as the case may be). For purposes of this Agreement, an “Exit Event” shall mean (a) the acquisition of Borrower or any Series by another entity by means of a share acquisition, merger, reverse merger or any other transaction or series of related transactions in which the holders of the voting shares of the Borrower or the relevant Series outstanding immediately prior to such transaction will hold less than fifty percent (50%) of the total voting power represented of the Borrower, the Series or the relevant surviving entity immediately following the closing of such transaction or series of transactions; (b) the sale, lease or other conveyance of all or substantially all of the assets or intellectual property of Borrower or the relevant Series, or (c) an initial public offering of the Borrower’s shares.
Conversion upon Exit Event. 4.1.5.1. In the event that, at any time following the exercise by the Company of its Call Option and receipt of the Loan Amount and provided that the Loan Amount has not previously been converted in accordance with the above provisions, the Company consummates an M&A Event (as defined in the Amended Articles), then (i) the Loan Amount shall be automatically converted, immediately prior to the consummation of such M&A Event, into Ordinary Shares, provided however, that the conversion price per share of each Ordinary Share to be issued upon the conversion of the Loan Amount upon such M&A Event shall be equal to the then applicable Conversion Price of the Preferred A Shares; and (ii) the Lender will be paid a cash amount (or, if the consideration of such M&A Event is payable by the purchaser in securities only, then such amount shall be paid in such number of securities with a value equal to the Loan Amount based on the M&A Event valuation as determined in good faith by the Board) equal to the Loan Amount (the “Repayment Amount”).
4.1.5.2. Upon an M&A Event, any Distributable Proceeds (as defined in the Amended Articles), shall be distributed among the shareholders of the Company and the Lender according to the following order of preference:
4.1.5.2.1. First, after payment in full by the Company (or on the Company’s behalf) of the Repayment Amount, any remaining Distributable Proceeds, shall be distributed to the then issued and outstanding preferred classes of shares of the Company prior to and in preference to the holders of Ordinary Shares of the Company (the “Preferred Preference Amount”), if such preference is applicable in accordance with the terms of such shares as set forth in the Amended Articles then in effect.
4.1.5.2.2. Second, following payment in full by the Company (or on the Company’s behalf) of the Repayment Amount and, if applicable, the Preferred Preference Amount, any remaining Distributable Proceeds shall be distributed to all holders of Ordinary Shares, including the Lender, pro rata among themselves.