Non-Qualified Financing definition
Non-Qualified Financing means any financing by the Borrower that would have been a Qualified Financing pursuant to clause (a) of the definition thereof but for the gross cash proceeds of such financing being less than the Minimum Financing Threshold.
Non-Qualified Financing means any bona fide equity financing round, other than a Qualified Financing, occurring after the date of this Agreement in which the Company raises newly committed capital prior to the Maturity Date from one or a series of related transactions involving the issue by the Company of shares to investor(s) (excluding (i) any Loans made pursuant to this Agreement; (ii) any shares issued on the exercise of any option granted to an employee, officer or consultant of the Company by way of incentive; and (iii) any issue of shares on conversion of a Loan under this Agreement);
Non-Qualified Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the date of this Agreement, from which the Company receives gross proceeds of less than US $1,000,000 (excluding, for the avoidance of doubt, the aggregate principal amount of the Notes sold and amounts convertible or converted under any SAFE, convertible promissory note, or other debt (including this Note and the other Notes) issued at the Initial Closing and Subsequent Closings by the Company).
Examples of Non-Qualified Financing in a sentence
In the event of a Non-Qualified Financing prior to the conversion of a Note pursuant to Section 4.1, Section 4.2, or Section 4.3 or the repayment of such Note, at the election of a Purchaser, the principal balance and unpaid accrued interest on such Purchaser’s Note(s) will convert into Conversion Shares upon the closing of such Non-Qualified Financing subject to the terms of Special Purpose Vehicle as administered by the Lead Investor.
The conversion of the Notes pursuant to Section 4.1, Section 4.1 or Section 4.4 may be made contingent upon the closing of the Next Equity Financing, Corporate Transaction, or Non-Qualified Financing, respectively.
The number of Conversion Shares the Company issues upon such conversion of any Note will equal the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest under such converting Note on a date that is no more than ten (10) Business Days prior to the closing of the Non-Qualified Financing by (y) the applicable Conversion Price.
At least ten (10) days prior to the closing of the Non-Qualified Financing, the Company will notify the holder of each Note in writing of the terms of the Equity Securities that are expected to be issued to such holder in such financing.
Notwithstanding the foregoing, the Company makes no assurances that it will complete a Next Financing or a Non-Qualified Financing.
More Definitions of Non-Qualified Financing
Non-Qualified Financing means the closing of the sale by the Corporation of its preferred stock (or, in connection with or following a Public Company Event, the sale by the Corporation or any successor of its common stock) in an equity financing transaction in one or more closings with gross proceeds of less than $40,000,000 (including the conversion of any indebtedness).
Non-Qualified Financing is a transaction or series of related transactions after the date of this Note that is approved by the board of directors of the Company in which the Company issues and sells shares of its capital stock in exchange for cash, conversion or cancellation of indebtedness, or any combination thereof, and which (i) does not constitute a Next Financing, or (ii) constitutes a Next Financing but occurs after the Maturity Date.
Non-Qualified Financing means an equity financing that is not a Qualified Financing.
Non-Qualified Financing has the meaning given in Section 7(b).
Non-Qualified Financing means the issuance and sale by the Company of capital stock pursuant to a financing in which the aggregate net proceeds received by the Company are at least US $10,000,000 (including the aggregate Subject Amount of all Notes converted into Non-Qualified Financing Securities). Notwithstanding the foregoing, a Non-Qualified Financing shall not include (i) the issuance at fair market value, as determined in good faith by the Board of Directors of the Company, by the Company (in one or more transactions) of up to 227,759 shares of Common Stock in the aggregate or (ii) any Qualified Financing. In the event that in any Non-Qualified Financing some or all of the consideration paid for the Non-Qualified Financing Securities is non-cash consideration, the price per share of the Non-Qualified Financing Securities, for purposes of determining the number of Non-Qualified Financing Securities to be received for Notes converted pursuant to this Section 3(b), shall be determined in good faith by the Board of Directors of the Company.
Non-Qualified Financing means prior to (i) the Maturity Date, (ii) the SPAC Closing (as defined below), or (iii) a Qualified IPO, the issuance by the Company of shares of its preferred stock in an equity financing resulting in gross proceeds to the Company of at least $75,000,000.00.
Non-Qualified Financing means a transaction or series of transactions completed after the date hereof pursuant to which Maker issues and sells (i) shares of its common stock, preferred stock, or other equity securities, and/or (ii) debt securities or other debt instruments (excluding any credit facility or line of credit primarily for working capital purposes) for an aggregate amount of less than $10,000,000 with the principal purpose of raising capital. Notwithstanding anything contained herein, the entire outstanding balance of the Note Amount shall be due and payable on or before September 6, 2020 (the “Maturity Date”). In addition, notwithstanding anything contained herein, the Note Amount may be prepaid in whole or in part without premium or penalty at any time at the Maker’s sole discretion. Notwithstanding anything to the contrary contained in this Note, any rate of interest payable on this Note shall never exceed the maximum rate of interest permitted under applicable law. It is expressly agreed that, unless waived by Payee, an “Event of Default” hereunder shall occur if any payment due under this Note is not made within fifteen (15) days of its respective due date (the “Grace Period”). Any non-payment under this Note may be cured without imposition of any remedy by the Payee within fifteen (15) days following the expiration of the Grace Period. If any payment due under this Note shall not have been tendered within fifteen (15) days following the expiration of the Grace Period (a “Note Default”), and the Payee provides notice to Maker thereof, the Payee’s sole recourse and remedy in the event of an uncured Note Default shall be to have Maker immediately return to Payee acting on behalf of the Recipients, that number of Surviving Company Membership Interests that represents three percent (3%) of the total fully-diluted amount of Surviving Company Membership Interests per every $500,000 in respect of which Maker did not cure its Note Default, but (ii) the Recipients of AVNG shall not be obligated to return any of the payments due under this Note previously tendered. Such three percent (3%) shall be pro-rated in respect of any partial payment tendered. For example, if there is an uncured Note Default and their remains an outstanding balance on the Note of $5,000,000, then Maker will return 30% of the Surviving Company Membership Interests to Payee as a result of this paragraph. Without the consent of Payee, on behalf of the Recipients, which consent may be withheld, delayed,...