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/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer Address: 000 Xxxxxx Xxxxxx 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 [**] 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/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx 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/ Xxxxxxx Xxxxxxx Print Name: Xxxxxxx Xxxxxxx 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/ Xxxxx Xxxxxx Print Name: Xxxxx Xxxxxx Title: Chief Legal Officer NEA VENTURES 2016, LIMITED PARTNERSHIP Signature: /s/ Xxxxx Xxxxxx Print Name: Xxxxx Xxxxxx 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. Each Purchaser acknowledges and agrees that if a Purchaser holds, at the time of delivery of the Issuance Notice (as defined in the Restated Certificate), an aggregate of at least 60,000 shares of the Company’s Series C-1 Preferred Stock (the “Series C-1 Preferred”) or the Company’s Series C-2 Preferred Stock (the “Series C-2 Preferred”) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and fails to purchase (a) in the Initial Closing and (b) the Second Closing, if any, a Note in the principal amount set forth on Exhibit A under “Initial Closing Note Amount” and “Second Closing Note Amount,” as applicable, then (i) all of the total shares of Series C-1 Preferred and Series C-2 Preferred then-held by such Purchaser shall automatically be converted into shares of the Company’s Common Stock on a 10-for-1 basis in accordance with Article IV.D.5(p) of the Restated Certificate and (ii) to the extent that the Series C-1 Preferred Conversion Price (as defined in the Restated Certificate) or Series C-2 Conversion Price (as defined in the Restated Certificate) has been adjusted pursuant to a previously Qualifying Dilutive Issuance (as defined in the Restated Certificate) the conversion of the Series C-1 Preferred and/or Series C-2 Preferred, as applicable, shall apply as if no such previous adjustment(s) had been applied to the Series C-1 Conversion Price or Series C-2 Conversion Price, and (iii) all rights with respect to the Series C-1 Preferred and/or Series C-2 Preferred converted pursuant to Article IV.D.5(p) of the Restated Certificate will terminate at the time of such conversion (notwithstanding the failure of the holder or holders thereof to surrender the certificates for such shares on or prior to such time), except only the rights of the holders thereof, upon surrender of the certificate or certificates therefor, to receive a certificate or certificates for the number of full shares of Common Stock issuable on such conversion. Any person or entity to whom shares of Series C-1 Preferred and/or Series C-2 Preferred are transferred by a Purchaser, whether voluntarily or by operation of law, shall be bound by this Section 5.10, and such shares shall remain subject to the conversion provisions hereunder and under the Restated Certificate, as may be amended from time to time, until such time as all Notes that the transferring Purchaser was required to purchase at the Closings are purchased. In addition, in the event tha...
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. 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. (1) In the event that:
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. 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. (i) At any time following the Purchase Date, if (a) the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock are entitled to exercise the right of first refusal (the "Right of First Refusal") set forth in Section 2.3 of the Amended or Restated Investors' Rights Agreement dated on or about November 16, 1996, by and between this corporation and certain investors, as amended from time to time (the "Rights Agreement"), with respect to an equity financing of the corporation in an aggregate amount of at least $500,000 (the "Equity Financing"), (b) this corporation has complied with its notice obligations, or such obligations have been waived, under the Right of First Refusal with respect to such Equity Financing and this corporation thereafter proceeds to consummate the Equity Financing and (c) such holder, including such holder's affiliates (collectively, a "Non-Participating Holder") does not by
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”).
