Upon the election of the Majority Note Holders at any time prior to the Maturity Date, in the event the Company effects a Next Equity Financing other than a Qualified Financing prior to the Maturity Date, the principal and unpaid accrued interest of each Note will be converted into that number of Next Equity Financing Shares as is equal to (i) the principal and unpaid accrued interest of such Note divided by (ii) the Conversion Price.
Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).
First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.
Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.
Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).
Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.
New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.
Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.
Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.
Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.
Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.
Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.
Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;
Preferred Stock Issuance means the issuance or sale by any Company of any Preferred Stock after the Closing Date.
Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.