Qualified Event Clause Samples

Qualified Event. If (a) the License of a Member or its Affiliates is terminated for any reason whatsoever, (b) a Member or its Affiliates is not party to a License for a period exceeding six (6) consecutive months, (c) a Member materially breaches its obligations under this Agreement, which breach is not cured within a period of thirty (30) days following notice thereof from the Company or (d) a Member or any of its Affiliates seeks the dissolution of the Company (each a “Qualified Event”), the Member subject to such Qualified Event (the “Terminating Member”) shall provide the other Member (the “Receiving Member”) with written notice of such Qualified Event. Within thirty (30) days of (i) receipt by the Receiving Member of such written notice, (ii) receipt by the Terminating Member of a written notification made by the Receiving Member stating that a Qualified Event has taken place to which the Terminating Member has not objected within twenty (20) days or (iii) an enforceable arbitral decision confirming such Qualified Event, the Receiving Member shall have the right to buy the TIS Quota held by the Terminating Member for a price of $2’000’000 (two million US dollars) by delivering notice to the Terminating Member of its election to do so within thirty (30) days of such date. If such right is exercised, the Terminating Member shall within thirty (30) days of receipt of such written notice transfer the TIS Quota held by such Member in exchange for the payment by the other Member of $2’000’000 (two million US dollars). Such payment shall be made by wire transfer of immediately available funds to an account identified by the Terminating Member for such purpose. If the Receiving Member acquires the TIS Quota of the Terminating Member, the Terminating Member shall be entitled to continue using the rights relating to the Marks granted to such Terminating Member prior to the Qualified Event for a period following such Qualified Event of (a) six (6) months for the purposes of marketing materials and (b) twelve (12) months for taking off the Marks from all of its products and neither the Company nor the Receiving Member shall use the rights relating to the Marks exclusively granted to the Terminating Member prior to the Qualified Date until the date which is five (5) years following such Qualified Event without the consent of the Terminating Member.

Qualified Event. If, following the Issuance Date, the Borrower issues any shares of Common Stock in conjunction with an equity or equity based financing or combination of equity financings (collectively, the “Equity Financing”) with gross proceeds totaling at least $1,000,000, the outstanding principal amount of this Note together with all accrued but unpaid interest hereunder (the “Outstanding Balance”), shall automatically be converted into shares of Common Stock (the “Qualified Event”) five (5) business days (the “Mandatory Conversion Date”) after the closing of the Equity Financing; provided, however, that if the blended per share purchase price of the securities purchased in the Equity Financing is less than the Conversion Price, then in lieu of the Qualified Event, the Borrower has the option to redeem (the “Optional Redemption”) the outstanding principal and interest of the Notes no more than fifteen (15) days after the date of mailing of the notice of redemption to the holder of this Note and each other holder of Notes, which mailing date shall be no later than the Mandatory Conversion Date and which date shall be the date by which the Borrower must elect to redeem. The notice of redemption shall set forth the date fixed for redemption. For purposes of determining the number of equity securities to be received by the Holder upon such conversion in the event that the Borrower does not elect the Optional Redemption or fails to mail a notice of redemption by the Mandatory Conversion Date, the Holder shall be deemed to have tendered 110% of the Outstanding Balance of the Note as payment of the purchase price for the Common Stock as the result of the Qualified Event. If, however, the price per share pursuant to the Qualified Event is equal to or greater than the Conversion Price, the Holder shall be deemed to have tendered 100% of the Outstanding Balance of the Note as payment of the purchase price for the Common Stock as the result of the Qualified Event. Upon a conversion pursuant to a Qualified Event, the Holder shall automatically be deemed to be a purchaser in such Equity Financing and shall be granted all rights afforded a purchaser in the Equity Financing, and upon consummation of an Equity Financing, this Note shall cease to exist and all rights and obligations of the Borrower and Holder shall terminate. Notwithstanding any other term of this Note, the Conversion Right shall terminate two (2) business days after the Qualified Event. Borrower shall provide immedi...

Qualified Event. If there is a Qualified Event before the termination of this Safe, immediately prior to the closing of such Qualified Event (for the avoidance of doubt, the Merger shall be considered as closing of a Qualified Event), this Safe will automatically convert, to the extent legally possible, into: (a) the number of Safe Ordinary Shares equal to the Purchase Amount divided by the Discount Price, if the post-money valuation is equal to or less than $250,000,000.00; or (b) if the post-money valuation exceeds $250,000,000.00, the greater of (i) the number of Safe Ordinary Shares equal to the Purchase Amount divided by the lowest price per share of the Standard Shares; or (ii) the number of Safe Ordinary Shares equal to the Purchase Amount divided by the Safe Price (the “Issue Shares”). For the avoidance of doubt, in case the Qualified Event is triggered by the Merger, the Investor’s right to the Issue Shares upon automatic conversion shall be in the amounts and proportions as set forth in Schedule 1. In the context of the automatic conversion of the Safe, the Investor agrees that no further actions shall be effected from the Investor in order for the Company to issue and allot the Issue Shares to the Investor, immediately prior to the closing of such Qualified Event. In connection with the automatic conversion of this Safe and the related subscription of the Issue Shares by the Investor, the Investor will execute and deliver to the Company all of the transaction documents related to the Qualified Event; provided, that such documents (i) are the same documents to be entered into with the purchasers or subscribers, as the case may be, of Ordinary Shares, with appropriate variations for the Issue Shares, and (ii) include customary exceptions to any obligations arising out of any drag-along provisions applicable to any dragged shareholders, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor. If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Qualified Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws.