Non-Qualified Financing Sample Clauses

Non-Qualified Financing at the election of the Lender Majority (such election to be received by the Company in writing no later than 10 Business Days’ prior to the Non-Qualified Financing), on a Non-Qualified Financing (provided that it shall be at the election of the Relevant Majority on a Non-Qualified Financing in which the Company raises newly committed capital equal to or less than 25% of the aggregate of the principal amount of the Loans then outstanding), into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investor(s) in the Non-Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investor(s) in such Non-Qualified Financing) at the Conversion Price;
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Non-Qualified Financing. In the event that the Company consummates an equity financing (except for a financing solely in connection with a business development transaction with a strategic partner or a disposition, transfer or license of the Company’s products or rights) prior to the Maturity Date, in which the Company’s issues new securities (the “New Non-Qualified Securities” and together with the New Qualified Securities, the “New Securities”) and the aggregate proceeds to the Company (excluding any amounts converted pursuant to this Note or any other Note) are less than $30,000,000 (a “Non-Qualified Financing”), the Majority Noteholders shall have the right, but not the obligation, to elect to convert the Outstanding Amount under this Note (and the Outstanding Amounts under all other Notes) into the number of New Non-Qualified Securities that is equal to (A) the Outstanding Amount under this Note (and the corresponding Outstanding Amounts under all other Notes) divided by (B) the lesser of (1) Base Conversion Price as of the date of such conversion and (2) ninety percent (90%) of the price per New Non-Qualified Security at which the New Non-Qualified Security is sold to investors in the Non-Qualified Financing.
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Non-Qualified Financing. In the event the Company consummates, prior to repayment, cancellation or conversion of this Note, an equity financing pursuant to which it sells shares of Financing Stock with an aggregate sales price of less than $2,000,000 (including all promissory notes that may be converted into or exchanged for Financing Stock) (a “Non-Qualified Financing”), then all principal together with any accrued and unpaid interest on this Note, may, at the option of the holder of this Note, be converted into shares of Financing Stock at the Purchase Price. This Note shall convert into Financing Stock issued in the Non-Qualified Financing at the Purchase Price (as defined below) and otherwise on the same terms as the other investors purchasing Financing Stock in the Non-Qualified Financing.
Sample 1
Non-Qualified Financing at the election of the Lender Majority (such election to be received by the Company in writing no later than 10 Business Days’ prior to the Non-Qualified Financing), on a Non-Qualified Financing (provided that it shall be at the election of the Relevant Majority on a Non-Qualified Financing in which the Company raises newly committed capital equal to or less than 25% of the aggregate of the principal amount of the Loans then outstanding), into the most senior class of shares with identical rights and preferences as attached to, and with the same obligations as, the securities issued to the investor(s) in the Non-Qualified Financing (including any warrants, options, bonus shares or other economic rights made available to investor(s) in such Non-Qualified Financing) at the Conversion Price; SL COMMENT: A Qualified Financing occurs where the Company completes an equity fundraising round after the date of the Agreement of an amount at least equal to the amount of the Loans received under it (but excluding the amount of the Loans, shares issued on conversion of the Loans or the issue of shares under a share option scheme or other option grant). This clause provides for automatic conversion in such circumstances into the most favourable class of share that the new investors would be issued with. The price at which the Loan converts will be the lowest price paid by the investors for the most favourable class of share issued to them, less the Discount (of at least 20%).
Sample 1
Non-Qualified Financing. In the event that the Company closes an equity financing that does not qualify as a Qualified Financing (a “Financing”), then the Holder shall have the right, at the Holder’s option, to convert this Note into a number of shares of the same class and series of capital stock of the Company issued to other investors in the Financing (the “Financing Securities”) equal to the outstanding principal under this Note, divided by the price per share of the Financing Securities paid by the other investors in the Financing. “Financing” means an equity financing of the Company that does not qualify as a Qualified Financing.
Sample 1

Related to Non-Qualified Financing

  • Equity Financing If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the issuance of Safe Preferred Stock by the Company to the Investor pursuant to this Section 1(a):

  • Qualified IPO “Qualified IPO” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Parent Common Stock (other than a registration on Form X-0, Xxxx X-0 or comparable or successor forms), with aggregate gross proceeds (prior to underwriters’ commissions and expenses) to Parent of more than $20,000,000 and a per share price of not less than $2.4051.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall have been consummated.

  • Pre-financing Pre-financing is intended to provide the beneficiary with a float. Where required by the provisions of Article I.4 on pre-financing, the beneficiary shall furnish a financial guarantee from a bank or an approved financial institution established in one of the Member States of the European Union. The guarantor shall stand as first call guarantor and shall not require the Commission to have recourse against the principal debtor (the beneficiary). The financial guarantee shall remain in force until final payments by the Commission match the proportion of the total grant accounted for by pre-financing. The Commission undertakes to release the guarantee within 30 days following that date.

  • Additional Financing The Borrower hereby covenants and agrees that, except for Permitted Encumbrances and except as otherwise contemplated in the Mortgage, without the prior written consent of the Significant Bondholder, if any, it shall not create, incur, assume or guaranty any financing secured by the Project or other financings except (i) the transactions contemplated in the Subordinate Loan Documents, (ii) the Permitted Encumbrances and as otherwise contemplated in the Mortgage, and (iii) unsecured loans or advances by the Borrower’s partners as contemplated or permitted by the Partnership Agreement.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Liquidity Event If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws. Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor under Section 1(d). In connection with Section 1(b)(i) , the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

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