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. 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. 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. 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. For purposes of this Note, the term “Qualified Offering” means the issuance and sale of equity securities of the Issuer or a subsidiary of the Issuer in one or a series of related transactions for a gross sales price of $10,000,000 or more.
Qualified Offering. For purposes of this Warrant, a Qualified Offering shall mean the Company's first underwritten public offering of its Common Stock registered under the Securities Act of 1933, as amended, (excluding any registration relating solely to an employee benefit plan of the Company) (i) at a public offering price (prior to underwriters commissions and expenses) per share of Common Stock (appropriately adjusted for subdivisions and combinations of the Common Stock and dividends on the Common Stock payable in shares of Common Stock) equal to or exceeding $3.00 per share and (ii) the aggregate dollar amount (before deduction for underwriters commissions and expenses relating to the issuance) of which offering equals or exceeds $20,000,000.
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
Qualified Offering. If the closing of the Qualified Offering does not occur within six months after the Closing Date (as defined in the Securities Purchase Agreement).
