Maturity Conversion. If this Note remains outstanding following the Maturity Date, then at the option of the Requisite Holders, the Outstanding Amount shall convert into fully paid and nonassessable shares of Existing Senior Preferred Stock at a price per share equal to the then current Conversion Price (as defined in the Certificate of Incorporation) of such Existing Senior Preferred Stock; provided, however, that at such time, there is no outstanding or authorized shares of Preferred Stock, then the Outstanding Amount shall convert into fully paid and nonassessable shares of Common Stock at a price per share equal to the then current fair market value of a share of Common Stock (the “Maturity Conversion”). As a condition precedent to the Maturity Conversion, (i) the Company shall take such corporate action(s), in the opinion of the Company’s counsel, including an amendment to the Certificate of Incorporation (the “Amendment”), to properly and lawfully authorize and issue such shares of Common Stock or Existing Senior Preferred Stock pursuant to such Maturity Conversion, and (ii) the Holder shall become a party to the Stockholder Agreements as an “Investor”. If the Holder is a stockholder of the Company, then the Holder consents, and agrees to consent, to the Amendment in all respects.
Appears in 3 contracts
Sources: Convertible Promissory Note (Mobia Medical, Inc.), Convertible Promissory Note (Mobia Medical, Inc.), Convertible Promissory Note (Mobia Medical, Inc.)