Optional Conversion at Qualified Financing Sample Clauses
Optional Conversion at Qualified Financing. In the event the Company consummates, on or before the Maturity Date, a Qualified Financing, then the Majority Holders shall have the option to convert any unpaid accrued interest into the Company's Equity Securities issued in the Qualified Financing. Such unpaid accrued interest would convert into the Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.30. The issuance of Equity Securities pursuant to this paragraph 2(6) shall otherwise be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. Notwithstanding this paragraph, if the conversion price as determined pursuant to this paragraph (the "Optional Conversion Price") is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Optional Conversion Price; and (ii) the per share dividend, which will be the same percentage of the Optional Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors
Optional Conversion at Qualified Financing. If after the date of this Note the Maker issues and sells equity securities to investors (the “Investors”) in a bona fide arms length transaction that results in aggregate gross proceeds of new money to the Maker of at least $2,000,000 (excluding the conversion of any indebtedness) (a “Qualified Financing”), and this Note is not then repaid in full, then at the option of the Holder, the outstanding principal balance and all unpaid accrued Interest on this Note, or any portion thereof, may be converted by the Holder at the closing of such Qualified Financing into that number of shares of the equity security sold to such Investors in the Qualified Financing determined by dividing the amount of principal of, and accrued interest on, this Note by eighty percent (80%) of the price per share paid by such Investors in the Qualified Financing. Upon such conversion the Holder shall be entitled to all of the contractual rights of the Investors granted in connection with the Qualified Financing on the same terms and conditions as the Investors and, by acceptance of this Note, agrees to enter into the contracts evidencing such rights. Promptly after the date of the request from the Holder to convert this Note in accordance with this Section 3(a), Holder shall surrender this Note to Maker for cancellation in exchange for a certificate representing the applicable number of shares of equity securities issued in the Qualified Financing; provided, however, that in the event that the Holder elects to convert only a portion of the principal of, or accrued interest on, this Note, upon such surrender, Maker shall issue to the Holder a new note with the same terms as contained herein, except that such note shall be issued as of the date of the conversion and the original principal amount thereof shall be equal to the principal and interest on this Note not so converted.