Special Mandatory Conversion Sample Clauses

Special Mandatory Conversion. (i) If a holder of Series A Preferred fails to purchase all or a portion of its Pro Rata Amount (as defined below) of the shares of Common Stock required to be purchased by such holder at the Common Equity Closing pursuant to the Purchase Agreement (the “Common Equity Closing”), then the Applicable Portion (as defined below) of the shares of Series A Preferred Stock held by such holder shall be automatically, without any further action on the part of the Company or such holder, converted into shares of Common Stock at an adjusted Series A Preferred Conversion Rate equal to one (1), subject to any adjustments that may have been made under Sections 4(e) through 4(i) hereof between the issuance of the Series A Preferred and the Common Equity Closing. Such conversion is referred to as a “Special Mandatory Conversion.”
Special Mandatory Conversion. In the event that the Preferred Stock held by an Investor is converted into Common Stock pursuant to a Special Mandatory Conversion, such person shall cease to be an Investor under this Agreement and shall cease to be entitled to any of the rights and privileges granted to an Investor pursuant to this Agreement. The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. COMPANY: INOZYME PHARMA, INC. By: /s/ Axel Bolte Name: Axel Bolte Title: Chief Executive Officer Address: 280 Summer Street 5th Floor Boston, Massachusetts 02210 [**] The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized or by their duly acting representatives acting by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. INVESTORS: Pivotal bioVenture Partners Fund I, L.P. By: Pivotal bioVenture Partners Fund I G.P., L.P., its general partner By: Pivotal bioVenture Partners Fund I U.G.P. Ltd, its general partner By: /s/ Robert Hopfner Name: Robert Hopfner Title: Managing Partner Notice provisions: [**] The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized or by their duly acting representatives acting by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. INVESTORS: LONGITUDE VENTURE PARTNERS III, L.P. By: Longitude Capital Partners III, LLC Its: General Partner Signatures: /s/ Patrick Enright Print Name: Patrick Enright Title: Managing Member The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized or by their duly acting representatives acting by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. INVESTORS: NEW ENTERPRISE ASSOCIATES 15, L.P. By: NEA Partners 15, L.P. Its: General Partner By: NEA 15 GP, LLC Its: General Partner Signature: /s/ Louis Citron Print Name: Louis Citron Title: Chief Legal Officer NEA VENTURES 2016, LIMITED PARTNERSHIP Signature: /s/ Louis Citron Print Name: Louis Citron Title: Chief Legal Officer The parties hereto have duly executed this SECOND AMENDED AND RESTATED ...
Special Mandatory Conversion. The Investors hereby acknowledge and agree that in the event that any Investor (or its affiliates) does not purchase such Investor’s Second Closing Commitment pursuant to Section 1.2(b) or 1.2(c), then each share of Series D Preferred Stock held by such Investor shall automatically, and without any further action on the part of such Investor, be converted into one-tenth (1/10th) of a share of Common Stock, with cash issued in lieu of any fractional shares of Common Stock, all in accordance with Section 3B of Article IV(B) of the Restated Certificate.
Special Mandatory Conversion. In the event that the Series B Preferred Stock held by an Investor is converted into Common Stock (the “Converted Stock”) pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation, such Investor shall cease to be entitled to any of the rights and privileges granted to an Investor or Major Investor pursuant to this Agreement with respect to such shares of Converted Stock.
Special Mandatory Conversion. Each Purchaser hereby acknowledges and agrees that if such Purchaser fails to purchase (i) all of the Second Tranche Shares that such Purchaser is obligated to purchase at the Second Tranche Closing pursuant to, and in accordance with, Section 1.1(c) hereof or (ii) all of the Third Tranche Shares that such Purchaser is obligated to purchase at the Third Tranche Closing pursuant to, and in accordance with, Section 1.1(d) hereof, then, in each case, (x) all of the shares of the Company’s Series D Preferred Stock owned by such Purchaser shall be subject to a special mandatory conversion, such special mandatory conversion to be pursuant to, and in accordance with, the terms and provisions of Section 5A of Division C of Article Fourth of the Restated Certificate and (y) any right that such Purchaser may have to designate a nominee for election to the Board of Directors of the Company shall terminate in accordance with the provisions of Section 1.7 of the Voting Agreement (as defined in Section 1.7 hereof).
Special Mandatory Conversion. For purposes of the Restated Certificate, only those Investors set forth on Schedule B attached hereto shall constitute “Key Investors” (as defined and used in Article IV of the Restated Certificate).
Special Mandatory Conversion. If from time to time any Offeree is entitled to exercise a right of first refusal granted pursuant to Section 12(a) (the “Right of First Refusal”) with respect to any equity financing of the Company that would result in the reduction of the the Series D Conversion Price, the Series C Conversion Price, the Series B Conversion Price or the Series A Conversion Price (each as described in Article IV Section B.5(a) of the Charter) (the “Equity Financing”) and (i) the Equity Financing has been approved by Board of Directors, (ii) the Company has fully complied in all respects with its obligations pursuant to such Right of First Refusal, (iii) the provisions of such Right of First Refusal have not been waived pursuant to the terms of this Agreement and (iv) such Offeree (referred to herein as a
Special Mandatory Conversion. (1) In the event that:
Special Mandatory Conversion. (A) If there is a Dilutive Financing (as defined below) as to the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred, any holder of shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred who does not purchase at least such holder's Pro Rata Amount (as defined below), will have the Diluted Portion (as defined below) of the shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred owned by such holder, automatically and without further action on the part of the corporation or such holder, converted into a New Series (as defined below) (and the authorized number of shares of the series of Preferred Stock converted shall be automatically reduced accordingly), subject to and effective concurrently with the consummation of the Dilutive Financing ("Special Mandatory Conversion"); provided, however, that this Section 4(o) shall not apply to the Series E Preferred unless the Dilutive Financing is made at a price per share that is less than the then-applicable Conversion Price of the Series D Preferred. Upon any conversion pursuant to this Section 4(o), the shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred so converted shall be canceled and not subject to reissuance. As used herein, the following terms shall have the following meanings:
Special Mandatory Conversion. 4.2.1 If, at any time after June 17, 2019, a Second Tranche Closing (as defined in that certain Series A Preferred Stock Purchase Agreement, dated June 17, 2019, by and among the Company and the purchasers of Series A Preferred Stock named therein, as such agreement is amended from time to time (the “Purchase Agreement”)), occurs pursuant to Section 1.3 of the Purchase Agreement, then each share of Series A Preferred Stock held by a holder who (together with such holder’s Affiliates (as defined in the Purchase Agreement)) is required under the Purchase Agreement to purchase Second Tranche Closing Shares (as defined in the Purchase Agreement) at the Second Tranche Closing and does not purchase at the Second Tranche Closing, or within five (5) business days thereafter, at least the number of Second Tranche Closing Shares set forth opposite such holder’s name on Schedule A attached to the Purchase Agreement under the heading “Second Tranche Closing,” taking into account any Second Tranche Elective Closing Shares previously acquired by such Purchaser (a “Defaulting Holder”) or by any transferee, assignee or pledgee of any shares of Series A Preferred Stock originally purchased by such Defaulting Holder shall be automatically and without further action on the part of such holder converted into shares of Class A Common Stock at a ratio of 10 shares of Series A Preferred Stock for 1 share of Class A Common Stock (such conversion, a “Mandatory Conversion Upon Default”), effective immediately prior to the consummation of the Second Tranche Closing (the “Second Tranche Offering Date”).