Common use of Trigger Events Clause in Contracts

Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (i) in which the price to the public per share is at least $1.20 (subject to equitable adjustment for any stock dividend, stock split, stock split-up, combination of shares or the like) and (ii) resulting in at least $75,000,000.00 of net proceeds to the Corporation and in connection with such offering the Common Stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board, (b) immediately prior to the consummation of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Corporation with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board (such transaction or series of related transactions, the “SPAC Transaction”) or the date and time, or the occurrence of an event, specified by vote or written consent of the Required Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), (x) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and (y) such shares may not be reissued by the Corporation. For the avoidance of doubt, upon automatic conversion of all outstanding shares of Preferred Stock into shares of Common Stock immediately prior to a SPAC Transaction pursuant to clause (b) of this Subsection 5.1, all rights of the Preferred Stock under Subsection 3 with respect to preferential payments (or any other payments that may otherwise differ from distributions to Common Stock) will terminate, and no such rights shall apply with respect to the SPAC Transaction.

Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public at a price per share of not less than $23.4646 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (i) in which the price to the public per share is at least $1.20 (subject to equitable adjustment for any stock dividendamended, stock split, stock split-up, combination of shares or the like) and (ii) resulting in at least $75,000,000.00 of net proceeds to the Corporation and in connection with such offering the shares of Common Stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the BoardBoard of Directors, (b) immediately prior resulting in at least $75,000,000 of net proceeds to the consummation of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Corporation with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board (such transaction or series of related transactions, the “SPAC Transaction”) or the date and time, or the occurrence of an event, specified by vote or written consent of the Required Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion TimeQualified Public Offering”), (xi) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate rate, and (ii) such shares may not be reissued by the Corporation. In addition, (a) with respect to all series of Preferred Stock other than the Series E Preferred Stock, upon the date and time, or the occurrence of an event, specified by the vote or written consent of the holders of at least sixty-seven percent (67%) of the issued and outstanding shares of Preferred Stock (excluding the Series E Preferred Stock), voting together as a single class on an as-converted to Common Stock basis, and (b) with respect to the Series E Preferred Stock, upon the date and time, or the occurrence of any event, specified by the vote or written consent of the holders of a majority of the issued and outstanding shares of Series E Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (each of clauses (a) and (b) being referred to as a “Conversion Election”), (x) all outstanding shares of such applicable series of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate, and (y) such shares may not be reissued by the Corporation. For Notwithstanding anything to the avoidance contrary contained herein, if a Conversion Election is made pursuant to this Section 5.1 in connection with the transactions contemplated by that certain Business Combination Agreement, dated as of doubtMay 26, upon automatic conversion of 2021, among the Corporation, Pioneer Merger Corp. and Pioneer SPAC Merger Sub Inc. (any such Conversion Election, a “Pioneer Conversion Election”), then (1) all outstanding shares of Preferred Stock with respect to which such Conversion Election is made shall automatically be converted into shares of Common Stock immediately prior to a SPAC Transaction pursuant to clause at the Pioneer Conversion Rate (bas defined below), and (2) of this Subsection 5.1, all rights of such shares may not be reissued by the Preferred Stock under Subsection 3 Corporation. As used herein: (I) “Mandatory Conversion Time” means (A) with respect to preferential payments (or any other payments that may otherwise differ from distributions to Common Stock) will terminateall Preferred Stock in the case of a Qualified Public Offering, the closing of such Qualified Public Offering, and no such rights shall apply (B) with respect to any series of Preferred Stock in the SPAC Transactioncase of a Conversion Election, the date and time specified or the time of the event specified in such Conversion Election with respect to such series of Preferred Stock; and (II) “Pioneer Conversion Rate” means, with respect to each share of Preferred Stock, a number of shares of Common Stock equal to the quotient obtained by dividing (A) the sum of (1) the applicable Original Issue Price of such share of Preferred Stock, plus (2) the product of (x) all Accruing Dividends accrued but unpaid on such share of Preferred Stock, whether or not declared, together with all other declared but unpaid dividends thereon, multiplied by (y) 0.5682, by (B) the applicable Conversion Price of such share of Preferred Stock.

Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended amended, resulting in (ia) in which the price to the public per share is at least $1.20 (subject to equitable adjustment for any stock dividend, stock split, stock split-up, combination 50,000,000 of shares or the like) and (ii) resulting in at least $75,000,000.00 of net gross proceeds to the Corporation and in connection with or (b) such offering lesser amount of gross proceeds to the Common Stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace Corporation as approved by the Board, (b) immediately prior to the consummation written consent or affirmative vote of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise at least 66-2/3% of the Corporation with then outstanding shares of the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock, voting together as a publicly traded “special purpose acquisition company” or its subsidiary single class on an as-issued basis (collectivelyin either case, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board (such transaction or series of related transactions, the “SPAC TransactionQualified IPO”) or the date and time, or the occurrence of an event, specified by vote or written consent of the Required Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), (xi) all outstanding shares of each series of the Preferred Stock (including any accrued or declared but unpaid dividends, including the Accruing Dividends, on such Preferred Stock) shall automatically be converted into shares of Common Stock, Stock at the then effective applicable Conversion Price, except that in the case of a conversion rate of the Series C Preferred Stock and Series C-1 Preferred Stock that has been issued by the Corporation under the Series C Preferred Stock Purchase Agreement or Series C-1 Preferred Stock and Warrant Purchase Agreement, including any Series C Preferred Stock or Series C-1 Preferred Stock issued by the Corporation pursuant to the exercise of warrants issued by the Corporation as contemplated in the Series C-1 Preferred Stock and Warrant Purchase Agreement, upon a Qualified IPO, the Series C Preferred Stock and Series C-1 Preferred Stock (including any accrued or declared but unpaid dividends, including the Accruing Dividends, on such Preferred Stock) shall be converted at the lower of (A) the then applicable Series C Conversion Price or Series C-1 Conversion Price and (yB) an amount equal to the “price to public” multiplied by 50%, and (ii) such shares may not be reissued by the Corporation. For the avoidance of doubt, upon automatic conversion of all outstanding shares of Preferred Stock into shares of Common Stock immediately prior to a SPAC Transaction pursuant to clause (b) of this Subsection 5.1, all rights of the Preferred Stock under Subsection 3 with respect to preferential payments (or any other payments that may otherwise differ from distributions to Common Stock) will terminate, and no such rights shall apply with respect to the SPAC Transaction.

Trigger Events. Upon either the first to occur of (a) the closing of the sale of shares of Common Stock to the public at a price per share of at least three times (3x) the Series B Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (i) in which the price to the public per share is at least $1.20 (subject to equitable adjustment for any stock dividendamended, stock split, stock split-up, combination of shares or the like) and (ii) resulting in at least $75,000,000.00 150 million of net gross proceeds to the Corporation and in connection with such offering the Common Stock is listed for trading on the Nasdaq Stock Market’s National Global Market, the New York Stock Exchange or another exchange or marketplace approved by the Board, including the approval of both of the Preferred Directors, (b) immediately prior to the consummation Corporation’s initial listing of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Corporation with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed Common Stock on the Nasdaq Stock Market, ’s National Market or the New York Stock Exchange or another exchange or marketplace unanimously approved by the Board, including the approval of both of the Preferred Directors, by means of a registration statement filed by the Corporation with the Securities and Exchange Commission that registers shares of existing capital stock of the Corporation for resale at a price per share of at least three times (3x) the Series B Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) which results in aggregate consideration to the Corporation and the selling stockholders of at least $150 million, (c) the Corporation’s completion of a merger, acquisition, business combination, consolidation or share exchange with a special purpose acquisition company or similar entity or any subsidiary of the foregoing in which the common stock (or similar securities) of the surviving or parent entity are listed (such entity, the “SPAC”) on the New York Stock Exchange or the Nasdaq Stock Market or another exchange or marketplace where such exchange or marketplace has been unanimously approved by the Board of Directors (such transaction or series of related transactions, the a “SPAC TransactionBusiness Combination”), and in connection with which the SPAC receives cash, and/or cash equivalents, at an implied price per share of at least three times (3x) the Series B Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) with aggregate proceeds to the Company’s stockholders of at least $150 million, or (d) the date and time, or the occurrence of an event, specified by vote or written consent of the Required Requisite Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (xi) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate as calculated pursuant to Section 4.1.1 and (yii) such shares may not be reissued by the Corporation. For the avoidance of doubt, upon automatic conversion of all outstanding shares of Preferred Stock into shares of Common Stock immediately prior to a SPAC Transaction pursuant to clause (b) of this Subsection 5.1, all rights of the Preferred Stock under Subsection 3 with respect to preferential payments (or any other payments that may otherwise differ from distributions to Common Stock) will terminate, and no such rights shall apply with respect to the SPAC Transaction.

Trigger Events. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (i) in which the amended, at a price to the public per share is of at least $1.20 2.145 per share (subject to equitable appropriate adjustment for in the event of any stock dividend, stock split, stock split-up, combination of shares or other similar recapitalization with respect to the likeCommon Stock) and (ii) resulting in at least $75,000,000.00 25,000,000 of net proceeds to the Corporation and in connection with such offering the Common Stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the BoardCorporation, (b) immediately prior to the consummation closing of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Corporation with a publicly traded “special purpose acquisition company” or its subsidiary Qualified SPAC Transaction (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board (such transaction or series of related transactions, the “SPAC Transaction”as defined below) or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the Required Holders Requisite Percentage (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (xi) all outstanding shares of Preferred Stock (other than Class Z Preferred Stock) shall automatically be converted into shares of Voting Common Stock, at the then effective conversion rate and (yii) such shares may not be reissued by the Corporation. For ; provided, however, that the avoidance of doubt, upon automatic conversion of all outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall not be automatically converted into shares of Voting Common Stock pursuant to Section 5.1(b) without the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and at least fifty-five percent (55%) of the Series E Preferred Stock, as applicable, with each such series consenting or voting as a separate class. A “SPAC Transaction” shall mean any business combination pursuant to which the Corporation is merged into, or otherwise combines with, a special purpose acquisition company (a “SPAC”) whose common stock is listed on a national securities exchange or a subsidiary of such SPAC, and the shares of capital stock of the Corporation outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for shares of capital stock (or securities convertible into or exchangeable for shares of capital stock) that represent, immediately following such combination, a majority, by voting power, of the capital stock of (A) the surviving or resulting corporation; or (B) if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such combination or consolidation, the parent corporation of such surviving or resulting corporation. A “Qualified SPAC Transaction” shall mean a SPAC Transaction pursuant to clause (bi) of this Subsection 5.1, all rights that ascribes a pre-transaction equity value of the Preferred Common Stock under Subsection 3 with respect of at least $2.145 per share (subject to preferential payments (appropriate adjustment in the event of any stock dividend, stock split, combination or any other payments that may otherwise differ from distributions to Common Stock) will terminate, and no such rights shall apply similar recapitalization with respect to the Common Stock) and (ii) that results in net proceeds to the Corporation, the SPAC Transactionor its successor entity in such transaction (through an equity financing transaction, including a “PIPE” transaction, consummated in connection with the closing of the transaction or from the cash held by the SPAC, after taking into account any redemptions from the SPAC’s trust account) of at least $25,000,000.