/Docs/G/TechStars-BridgeForms-ConvertibleNote/Sec/Event/0.md
| Ti | = | Conversion; Repayment Premium Upon {_Sale_of_the_Company} |
| sec | = | |
| Financing.Intro.sec | = | In the event that the {_Company} issues and sells shares of its {_Equity_Securities} to investors (the “{DefT.Investor}s”) on or before the date of the repayment in full of this {_Note} in an equity financing resulting in gross proceeds to the {_Company} of at least {Event.QualifiedFinancing.Threshold.$} (including the conversion of the {_Notes} and other debt) (a “{DefT.Qualified_Financing}”), then the outstanding principal balance of this {_Note} shall automatically convert in whole without any further action by the {_Holder} into such {_Equity_Securities} at a conversion price equal to |
| Financing.Cap.Alt1.sec | = | {Financing.Cap.Yes.sec} |
| Financing.Cap.Yes.sec | = | the lesser of (i) {Financing.Cap.1.sec} or (ii) {Financing.Cap.2.sec}, and otherwise {Financing.Cap.3.sec}. |
| Financing.Cap.Alt2.sec | = | {Financing.Cap.No.sec} |
| Financing.Cap.No.sec | = | {Financing.Cap.1.sec}, and otherwise {Financing.Cap.3.sec}. |
| Financing.Cap. | = | [G/Z/Alt/2] |
| Financing.Cap.SecName | = | Financing.Cap |
| Financing.Cap.1.sec | = | {Event.QualifiedFinancing.DiscountedPercent.%} of the per share price paid by the {_Investors} |
| Financing.Cap.2.sec | = | the price equal to the quotient of {Event.QualifiedFinancing.CapValuation.$} divided by the aggregate number of outstanding shares of the {_Company}’s Common Stock as of immediately prior to the initial closing of the {_Qualified_Financing} (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the {_Notes}) |
| Financing.Cap.3.sec | = | on the same terms and conditions as given to the {_Investors} |
| Financing.Interest.sec | = | Any unpaid accrued interest on this {_Note} shall be converted into {_Equity_Securities} on the same terms as the principal of the {_Notes}. |
| Financing.sec | = | {Financing.Intro.sec} {Financing.Cap.sec} {Financing.Interest.sec} |
| Maturity.sec | = | In the event that a {_Qualified_Financing} is not consummated prior to the {_Maturity_Date}, then, at the election of the Requisite {_Holders} made at least five days prior to the {_Maturity_Date}, effective upon the {_Maturity_Date}, the outstanding principal balance and any unpaid accrued interest under this {_Note} and each of the other {_Notes} shall be converted into shares of Common Stock of the {_Company} at a conversion price equal to the quotient of {Event.Maturity.VoluntaryValuation.$} divided by the aggregate number of outstanding shares of the {_Company}’s Common Stock as of the {_Maturity_Date} (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the {_Notes}). |
| Fraction.sec | = | If, after aggregation, the conversion of this {_Note} would result in the issuance of a fractional share, the {_Company} shall, in lieu of issuance of any fractional share, pay the {_Holder} otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of one share of the class and series of capital stock into which this {_Note} has converted by such fraction. |
| Sale.0.sec | = | Notwithstanding any provision of this {_Note} to the contrary, in the event that the {_Company} consummates a {_Sale_of_the_Company} (as defined below) prior to the conversion or repayment in full of this {_Note}, |
| Sale.1.sec | = | the {_Company} will give the {_Holder} at least five days prior written notice of the anticipated closing date of such {_Sale_of_the_Company} and |
| Sale.2.sec | = | at the closing of such {_Sale_of_the_Company}, in lieu of the principal and interest that would otherwise be payable on the {_Maturity_Date}, the {_Company} will pay the {_Holder} an aggregate amount equal to {Event.Liquidation.Multiplier.#} times the aggregate amount of principal and interest then outstanding under this {_Note} in full satisfaction of the {_Company}’s obligations under this {_Note}. |
| Sale. | = | [G/Z/ol-i/s2] |
| //Note | = | The surprising nesting of (i)(i), (i)(ii), (i)(iii), (ii) |
| Def.0.sec | = | For purposes of this {_Note}: |
| Def.1.0.sec | = | “{DefT.Sale_of_the_Company}” shall mean |
| Def.1.1.sec | = | any consolidation or merger of the {_Company} with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the {_Company} immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; |
| Def.1.2.sec | = | any transaction or series of related transactions to which the {_Company} is a party in which in excess of 50% of the {_Company}’s voting power is transferred; provided, however, that a {_Sale_of_the_Company} shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the {_Company} or any successor or indebtedness of the {_Company} is cancelled or converted or a combination thereof; or |
| Def.1.3.sec | = | a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the {_Company}. |
| Def.1. | = | [G/Z/ol-i/s3] |
| Def.2.sec | = | “{DefT.Equity_Securities}” shall mean the {_Company}’s Preferred Stock or any securities conferring the right to purchase the {_Company}’s Preferred Stock or securities convertible into, or exchangeable for (with or without additional consideration), the {_Company}’s Preferred Stock, except that such defined term shall not include any security (x) granted, issued and/or sold by the {_Company} to any employee, director or consultant in such capacity or (y) issued upon the conversion or exercise of any option or warrant outstanding as of the date of this {_Note}. |
| Def. | = | [G/Z/ol-i/s2] |
| = | [G/Z/ol-a/s5] | |
| Financing.Xref | = | Section {Financing.Xnum} |
| Financing.Xnum | = | {Xref}.1 |
| Maturity.Xref | = | Section {Maturity.Xnum} |
| Maturity.Xnum | = | {Xref}.2 |
| Fraction.Xref | = | Section {Fraction.Xnum} |
| Fraction.Xnum | = | {Xnum}.3 |
| Sale.Xref | = | Section {Sale.Xnum} |
| Sale.Xnum | = | {Xref}.4 |
| Def.Xref | = | Section {Def.Xnum} |
| Def.Xnum | = | {Xref}.5 |