Common use of Maturity Date Conversion Clause in Contracts

Maturity Date Conversion. If this Note has not been converted pursuant to Section 3(a) or Section 3(c) or there has not been a Liquidation Event prior to the 18-Month Maturity Date, then (i) on or prior to the 18-Month Maturity Date, the Company shall effectuate the C-Corp Restructuring, including the filing of the Amended and Restated Certificate with the Secretary of State of the State of Delaware; and (ii) on the 18-Month Maturity Date, the Company shall automatically convert the Notes into Preferred Stock, subject to the terms contained in the Series Preferred Documents, which shall be entered into by and among the Company and each of the Holders within three (3) business days following the 18-Month Maturity Date; provided, however, that in the event that the Majority Holders deliver to the Company a Maturity Date Extension Letter, then (i) the 18-Month Maturity Date shall be extended to the 36-Month Maturity Date for all Holders of outstanding Notes (and such Holders shall have no right to object to the extension of the Maturity Date), (ii) the Notes shall not automatically convert into shares of Preferred Stock until the 36-Month Maturity Date and (iii) the Company shall not be required to effect the C-Corp Restructuring until the 36-Month Maturity Date. On the applicable Maturity Date, this Note will automatically convert into a number of shares of Preferred Stock equal to the principal amount plus Deemed Interest accrued from the date of issuance of the Note through such conversion date divided by the Mandatory Conversion Price, rounded down to the nearest whole share. Upon the conversion of this Note into shares of Preferred Stock pursuant to this Section 3(b), each of the Company and the Holder shall release and deliver its signature pages to the Series Preferred Agreements to the other. The Company covenants that, unless the Majority Holders have delivered to the Company a Maturity Date Extension Letter in accordance with this Section 3(b), the Company shall deliver drafts of the Series Preferred Agreements to each Major Holder at least forty-five (45) days prior to the applicable Maturity Date in an effort to finalize the Series Preferred Agreements prior to the applicable Maturity Date. Upon conversion of this Note pursuant to this Section 3(b), the Series Preferred Agreements shall be in full force and effect.

Maturity Date Conversion. If this Note has the Company does not been converted pursuant to Section 3(a) or Section 3(c) or there has not been consummate a Liquidation Event prior to the 18-Month Maturity Date, then (i) Qualified Financing on or prior to the 18-Month Maturity Date, then, at any time on or following the Company shall effectuate the C-Corp Restructuring, including the filing occurrence of the Amended and Restated Certificate with the Secretary of State of the State of Delaware; and (ii) on the 18-Month Maturity Date, the Company shall automatically convert the Notes into Preferred Stock, subject to the terms contained in the Series Preferred Documents, which shall be entered into by and among the Company and each of the Holders within three (3) business days following the 18-Month Maturity Date; provided, however, that in the event that the Majority Holders deliver to the Company a Maturity Date Extension Letter, then (i) including at any time on or after the 18-Month Maturity Date shall be extended to the 36-Month Maturity Date for all Holders occurrence of outstanding Notes (and such Holders shall have no right to object to the extension of a Qualified Financing following the Maturity Date), unless the Company shall have repaid the full outstanding principal amount of this Note and all unpaid accrued interest thereon, the Holder shall have the right to elect (but shall have no obligation to elect), upon delivery of written notice of such election by the Holder to the Company (which, in the case of a conversion of the Note on the Maturity Date, shall be delivered by the Holder at least one day prior to the Maturity Date), to convert all (but not less than all) of the outstanding principal balance of the Note, and all accrued and unpaid interest thereon, without the payment of additional consideration by the Holder, into that number of shares of Common Stock, equal to a quotient (i) the numerator of which is equal to the Conversion Amount as of the Conversion Date, and (ii) the Notes shall not automatically convert into shares denominator of Preferred which is equal to the Common Stock until Conversion Price as in effect as of the 36-Month Maturity Date and (iii) the Company shall not be required to effect the C-Corp Restructuring until the 36-Month Maturity Conversion Date. On Any such conversion pursuant to this CLAUSE (A) shall be deemed effective (x) with respect to any conversion on the applicable Maturity Date, this Note will automatically convert into a number of shares of Preferred Stock equal on the Maturity Date to the principal amount plus Deemed Interest accrued from extent that the date Holder shall have delivered written notice of issuance of the Note through such conversion date divided by the Mandatory Conversion Price, rounded down to the nearest whole share. Upon the conversion of this Note into shares of Preferred Stock Company pursuant to this Section 3(b)CLAUSE (A) at least one day prior to the Maturity Date, each of and (y) with respect to any conversion following the Company and Maturity Date, on the date that the Holder shall release and deliver its signature pages to the Series Preferred Agreements to the other. The Company covenants that, unless the Majority Holders have delivered written notice of such conversion to the Company a Maturity Date Extension Letter in accordance with this Section 3(b), the Company shall deliver drafts of the Series Preferred Agreements to each Major Holder at least forty-five (45) days prior to the applicable Maturity Date in an effort to finalize the Series Preferred Agreements prior to the applicable Maturity Date. Upon conversion of this Note pursuant to this Section 3(bCLAUSE (A) (the "MATURITY DATE CONVERSION DATE"), the Series Preferred Agreements shall be in full force and effect.