Conversion upon Qualified Financing. Upon a Qualified Financing that occurs prior to the Maturity Date, Holder may, at its sole option, by written notice convert all or any part of the entire unpaid principal amount of this Note, together with any Interest accrued but unpaid thereon, into Qualified Financing Securities (a “Financing Conversion”). Upon a Conversion, the Holder shall be entitled to receive, and shall be issued, the same type and number of Qualified Financing Securities (the “Financing Conversion Securities”) as such Holder would have received had such Holder invested any such amount in such Qualified Financing. The issuance of the Conversion Securities upon a Conversion shall be upon the same terms and subject to the same conditions as are applicable to the Qualified Financing Securities issued in the Qualified Financing.
Conversion upon Qualified Financing. Without any action on the part of the Holder, all of the outstanding principal and accrued interest (the “Outstanding Balance”) shall convert into New Round Stock upon the consummation of a Qualified Financing (the “Conversion Date”), based upon the lesser of: (i) $0.50 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the Conversion Date multiplied by 1.10 by (y) the actual price per New Round Stock in the Qualified Financing.
Conversion upon Qualified Financing. Upon a closing (the “Closing”) of a Qualified Financing, all of the principal and accrued interest then outstanding on the Note automatically shall be converted into Instruments at the Closing of the Qualified Financing. The price per investment instrument for the conversion shall be an amount equal to ninety-five percent (95%) of the price per share of the Instruments sold in the Qualified Financing (the “Conversion Price upon Qualified Financing”).
Conversion upon Qualified Financing. Subject to this Section 4.1, the Purchasers shall have the right to convert the principal and accrued interest of the Note, in whole or in part, into Qualified Securities, upon the same terms and conditions as set forth in the Qualified Financing.
Conversion upon Qualified Financing. In the event the Company consummates, prior to the Loan Maturity Date, an equity financing, in one or more closings, pursuant to which it sells shares of its Capital Stock (the “Financing Equity Securities”) for an aggregate consideration of at least $10,000,000 (excluding the aggregate principal and accrued interest due on this Convertible Note and all other convertible notes and simple agreements for future equity, if any, outstanding and issued by the Company as of the Closing Date) and with the principal purpose of raising capital at a pre-money equity valuation of $70,000,000 or greater (a “Qualified Financing”), then, at the option of the Holder, the Holder may, during the 30-day period following its receipt of the Qualified Financing Notice referenced below in this Section 5(a), elect by written notice to the Company specifying the applicable Conversion Amount (which for purposes of this Section 5(a) shall be less any interest on the principal being converted that accrues after the date of notice from the Company concerning the Qualified Financing, through the date of the Holder’s election to convert, not to exceed thirty (30) days) to have this Convertible Note converted upon the closing (or first in a series of closings) of such Qualified Financing. In the event the Holder elects to have this Convertible Note so converted, the Conversion Amount shall convert into such number of shares of Common Stock obtained by dividing (i) the Conversion Amount, by (ii) the Conversion Price, rounded down to the nearest whole share. Not less than thirty (30) days prior to the closing of any Qualified Financing, Company will notify Holder (the “Qualified Financing Notice”) of the approximate Price Per Share at which Financing Equity Securities are being sold in such Qualified Financing, the approximate aggregate consideration (excluding the aggregate principal and accrued interest due on this Convertible Note and all other convertible notes and simple agreements for future equity, if any, outstanding and issued by the Company as of the Closing Date) being paid for such Financing Equity Securities and such other information as may reasonably be required to permit Holder to evaluate the desirability of electing to convert this Convertible Note.
Conversion upon Qualified Financing. Subject to the applicable provisions of this Section 3.1, at any time on or following a Qualified Financing, prior to the Maturity Date, at the sole election of the Holder, all or a portion of the outstanding principal and accrued and unpaid interest on this Note (the “Outstanding Balance”) may be converted into that number of shares of New Round Stock equal to: (i) the Outstanding Balance elected by the Holder to be converted (the “Conversion Amount”) divided by (ii) the lower of 0.6 multiplied by (A) the actual per share price of New Round Stock and (B) the VWAP of the Common Stock for the ten (10) Trading Days immediately preceding the date of the Qualified Financing.
Conversion upon Qualified Financing. If prior to the occurrence of a Payoff Event, an IPO, a Change in Control or a Reverse Merger Transaction, the Company completes a Qualified Financing, then this Note shall automatically convert into that number of fully paid and non-assessable shares of the Company that is equal to One Hundred and Seventy-Five Percent (175%) times the Note Value divided by the per share price at which such shares of the Company are issued to purchasers of the Company’s equity securities in the Qualified Financing, rounded to the nearest whole share. The Holder shall be entitled to the same contractual rights and be bound by the same restrictions and obligations as the other purchasers of shares in the Qualified Financing. By acceptance of this Note, the Holder agrees to execute and deliver all documents and agreements necessary to evidence the grant of such rights to the Holder, and the imposition of such restrictions and obligations upon the Holder, as are executed by the purchasers of the shares in the Qualified Financing on or before the initial issuance thereof. “Qualified Financing” means, following the closing by the Company (or its successor) of the sale and issuance of Prior Notes and the Notes, the subsequent closing by the Company (or its successor) of the sale and issuance of capital stock of the Company (or its successor) in a single transaction or series of related transactions resulting in gross proceeds to the Company of not less than $5,000,000 (including new equity investment of at least $1,000,000 plus the sum of the outstanding principal amount of the Notes be so converted pursuant to this Section 2(c)). Notwithstanding the foregoing, in the event the Company closes a Qualified Financing immediately prior to a Reverse Merger Transaction, this Note shall not convert upon the closing of such Qualified Financing and shall in lieu of conversion under this Section 2(c) convert upon the closing by the Company of such Reverse Merger Transaction in accordance with the applicable terms and conditions of Section 2(d) below.
Conversion upon Qualified Financing. Without any action on the part of the Holder, all of the outstanding principal and accrued interest (the “Outstanding Balance”) shall convert into New Round Stock upon the consummation of a Qualified Financing (the “Conversion Date”), based upon the lesser of: (i) $1.60 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the Conversion Date multiplied by 1.20 by (y) the actual price per New Round Stock in the Qualified Financing. Notwithstanding the foregoing, in the event the Company, prior to the Maturity Date, consummates a financing that is not a Qualified Financing (the “MFN Financing”), and the economic terms thereof, including Company valuation, are more favorable to the investors in the MFN Financing than the economic terms hereof and in the Warrants, this Note and the Warrants shall be amended to reflect such more favorable economic terms, automatically and without any further action on the part of the Holder. Any such amendments shall be made by the Company in good faith using its reasonable judgment.
Conversion upon Qualified Financing. (i) In the event of the occurrence of a Qualified Financing (as defined below) prior to the Maturity Date, the holder of each Note shall have the right, at such holder's option, to convert all or any portion of the principal amount of such Note and the interest accrued on such principal amount into an aggregate number of securities (the "New Securities") of the Company -------------- issued in a Qualified Financing determined by dividing the amount of such principal and accrued interest by the per security purchase price paid for the New Securities by the purchasers in the Qualified Financing and with the same restrictions and conditions imposed on the New Securities issued in the Qualified Financing. The term "
Conversion upon Qualified Financing. Upon the occurrence of a Qualified Financing, at the election of Lender (in its sole and absolute discretion) upon, and concurrent with, the closing of the subject Qualified Financing the then total aggregate outstanding Indebtedness evidenced by this Note will be converted into (and Lender will receive), fully paid and nonassessable shares of Capital Stock of the same class and type as the Capital Stock issued in such Qualified Financing (the “Conversion Shares”) at a conversion price equal to the lesser of: (i) the price per share price (paid by the other purchasers of the Conversion Shares, or (ii) the price equal to the quotient of $25,000,000 divided by the aggregate number of outstanding shares of Borrower’s Capital Stock (of all classes) as of immediately prior to the initial closing of the Qualified Financing as calculated on a Fully Diluted Basis (the “Cap Price”) and otherwise on the same terms and conditions as given to such other purchasers. Any election to convert this Note pursuant to this Section 4(a) will be made, in writing, by the Lender to Borrower at any time prior to the closing of the subject Qualified Financing.
