Qualified Offering. The definition of “Qualified Offering” set forth in Section 1.1 of the Securities Purchase Agreement (and as referenced in the other Transaction Documents) is deleted in its entirety and hereby replaced with the following:
Qualified Offering. Notwithstanding anything in this Certificate of Designation to the contrary, if at any time after the Issue Date the Company completes a Qualified Offering and the product of 1.2 and the purchase price per share of Common Stock paid (or deemed paid) by investors in any offering or private placement consummated in such Qualified Offering is less than the Conversion Price then in effect (the “Existing Conversion Price”), the Existing Conversion Price shall immediately thereafter be reduced to the product of 1.2 and the lowest purchase price per share of Common Stock paid in any such Qualified Offering; provided however, that in no event shall the amount of the reduction to the Existing Conversion Price pursuant to this section exceed 35% of the Existing Conversion Price; provided further, that if an issuance or deemed issuance of Common Stock would result in a greater reduction in the Existing Conversion Price under the other provisions of this Section 6(c) than under this Section 6(c)(iii), then the Existing Conversion Price shall be adjusted instead pursuant to such other applicable provision of this Section 6(c).
Qualified Offering. No later than one (1) Trading Day immediately prior to the Qualified Offering Date, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Qualified Offering Notice”), which shall include (i) the Company’s reasonable estimate of the amount of Qualified Offering Proceeds for such Qualified Offering, (ii) the Public Offering Price Per Share in such Qualified Offering, (iii) a calculation of the Fixed Conversion Price in effect as of the Qualified Offering Date, giving effect to any adjustment to the Fixed Conversion Price as a result of such Qualified Offering. At any time beginning on the second (2nd) Trading Day immediately following the Qualified Offering Date, the Company may, at its sole option and in its sole discretion, redeem (a “Qualified Offering Redemption”), all or part of the Conversion Amount of this Note (the “Qualified Offering Redemption Amount”) by delivering written notice thereof (the “Qualified Offering Redemption Notice”) to the Holder. The Qualified Offering Redemption Notice shall state (i) the Qualified Offering Redemption Amount to be redeemed in such Qualified Offering Redemption pursuant to this Section 5(c), (ii) the date the Company is required to pay to the Holder the Qualified Offering Redemption Price (as defined below) (the “Qualified Offering Redemption Date”), which date shall be no earlier than fifteen (15) calendar days following the date of delivery of such Qualified Offering Redemption Notice. Each portion of this Note subject to redemption pursuant to this Section 5(c) shall be redeemed by the Company in cash at a price equal to the product of (i) the Qualified Offering Redemption Premium multiplied by (ii) the Qualified Offering Redemption Amount (the “Qualified Offering Redemption Price”). Redemptions required by this Section 5(c) shall be made in accordance with the provisions of Section 9. Notwithstanding anything herein to the contrary, but subject to Section 3(d), at any time prior to the date the Qualified Offering Redemption Price (together with any Late Charges thereon) is paid, in full, the Qualified Offering Redemption Amount may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to Section 3; provided, however, that if the Qualified Offering involves the sale of Common Stock together with any Options or Convertible Securities, in any combination thereof, as a unit, the Qual...
Qualified Offering. Upon closing of the Qualified Offering, all of the principal and accrued and unpaid interest then outstanding under each Note shall, at the option of the Lender holding such Note, either (x) become due and payable in cash from the proceeds of the Qualified Offering, or (y) convert into Conversion Securities as set forth in Section 2.1 of the Purchase Agreement.
Qualified Offering. Upon the consummation of a Qualified Offering, the Purchaser shall have the option to convert their Preferred Stock, along with any other preferred stock of the Company then held by them, into the securities issued in the Qualified Offering, at a 30% discount to the public offering price at which the securities in the Qualified Offering were issued.
Qualified Offering. Subject to Section 2.2(b) below, if a Qualified Offering is completed, without further action from the Lender, on the closing date of the Qualified Offering, 100% of the outstanding principal and accrued, but unpaid interest under the terms of each Note shall be converted into Conversion Shares at the Conversion Price. Upon conversion, the Conversion Shares deliverable hereunder shall be issued within four (4) business days of the conversion date.
Qualified Offering. The number of such securities or packages or units of such securities to be received by each Investor shall be the result obtained by dividing 100% of the original principal amount of the Note purchased by such Investor by the price of the security, or package or unit of securities, sold by the Company in the Qualified Offering (the "Primary Equity Consideration"). Solely in the event that the Company's next Qualified Offering is (i) a public offering resulting in a trading market for the securities sold and (ii) for units consisting of stock and warrants or other rights to purchase stock, the Primary Equity Consideration shall consist of the stock portion of such units and the number of shares included in the Primary Equity Consideration shall be the result obtained by dividing 120% of the original principal amount of the Note purchased by such Investor by the price of the security, or package or unit of securities, sold by the Company in the Qualified Offering. The Equity Consideration shall be delivered to the Holders (as defined below) within three business days following the Qualified Offering closing. (c) The Alternate Equity Consideration shall consist of that number of shares of common stock of the Company as shall equal the principal amount of the Notes divided by $3.00, plus an equal number of non-callable warrants exercisable at $4.00 per share for a period of seven years from such issuance, and which shall have a cashless exercise feature if, at any time after one year from the First Closing, the underlying shares of common stock are not covered by an effective registration statement with a current prospectus available. The number of Alternate Equity Consideration securities shall be adjusted, pro rata, on account of any stock splits, reverse stock splits, stock dividends paid on common stock, etc., which occur after the date of issuance of the Equity Consideration Certificate and prior to the issuance of the Alternate Equity Consideration. The Alternate Equity Consideration shall be issued to the Holders (as defined below) on the first business day following the later of October 31, 2007 or the final extended Maturity Date, if a Qualified Offering shall not have occurred by such date. (d) The Investors shall have the right for a period of one year and one month from the issuance of the Alternate Equity Consideration to exchange such Alternate Equity Consideration for belated Primary Equity Consideration in what would have been considered a Qua...
Qualified Offering. Not later than the sooner of (i) June 28, 2013, or (ii) five business days after the day the Company satisfies the asset coverage requirements of Section 18(h) and 61 of the Investment Company Act of 1940, the Company will elect to be a business development company (“BDC”) under the Investment Company Act of 1940, and file with the Commission a Form N-54 in connection therewith. In any event, not later than July 10, 2013, the Company will satisfy all of the requirements of a BDC and be in compliance with all such requirements. In order to satisfy requirements in connection with the filing of Form N-54 and qualifying as a business development company, the Company will raise not less than $1,000,000 from the sale of Common Stock on the terms and conditions set forth in Schedule 3.16 (the “Qualified Offering”). The closing of the Qualified Offering must take place prior to June 28, 2013.
Qualified Offering. The Credit Parties shall have completed a Qualified Offering and shall have received net cash proceeds of such Qualified Offering at least equal to $10,000,000. Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Restatement Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Restatement Date.
Qualified Offering. Upon consummation of a Qualified Offering that results of gross proceeds to the Company (including principal and interest convertible under this Note) of $10,000,000 (the “Target Amount”), assuming the conversion of the Preferred Shares into Common Stock of the Company, the beneficial ownership of the Company shall be as set forth below: Name/Group Percentage
