Business Day means a weekday on which banks are open for general banking business in San Francisco, California.
Change of Control means any of the following: (i) a sale or other transfer of all or substantially all of the Companys assets or (ii) the acquisition of the Company by another entity by means of merger, share purchase (whether from the Company or from the holders of the Companys capital stock), share exchange or other transaction or series of related transactions; provided that a Change of Control shall not include (A) a merger effected exclusively for the purpose of changing the domicile of the Company, (B) an equity financing in which the Company is the surviving corporation, or (C) a transaction in which the stockholders of the Company immediately prior to the transaction own 50% or more of the voting power of the surviving corporation following the transaction.
Common Stock Equivalents means all shares of Common Stock issued and outstanding at the applicable time, assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into Common Stock of the Company (excluding the Notes, any previously issued convertible promissory notes, and any other indebtedness or convertible securities that are covered in the Next Financing), plus all shares of Common Stock reserved for issuance upon exercise of stock options or stock awards to be granted in the future under any stock option or equity incentive plan of the Company.
Company shall include, in addition to the Company identified in the opening paragraph of this Note, any corporation or other entity which succeeds to the Companys obligations under this Note, whether by permitted assignment, by merger or consolidation, operation of law or otherwise.
Conversion Price means (1) if the Conversion Stock is the type of capital stock of the Company sold in the Next Financing pursuant to Section 6.1, an amount equal to the lower of (a) 80% of the lowest per share selling price of Conversion Stock sold by the Company in the Next Financing, or (b) the amount determined by dividing (i) five hundred million dollars ($500,000,000) by (ii) the total number of Common Stock Equivalents immediately prior to the Next Financing Closing and conversion of this Note pursuant to Section 6.1 below, (2) in the case of Common Stock of the Company issued pursuant to Section 6.2, an amount determined by dividing (a) five hundred million dollars ($500,000,000) by (b) the total number of Common Stock Equivalents immediately prior to the close of business on the Maturity Date, and (3) in the case of Common Stock of the Company issued pursuant to Section 6.3, an amount determined by dividing (a) five hundred million dollars ($500,000,000) by (b) the total number of Common Stock Equivalents immediately prior to the closing of the Change of Control.
Conversion Stock means (i) in the case of conversion in the Next Financing pursuant to Section 6.1, the Companys capital stock that is sold by the Company in the Next Financing, and (ii) in the case of conversion upon the Maturity Date or upon a Change of Control pursuant to Section 6.2 and Section 6.3, respectively, the Common Stock of the Company. The term Conversion Stock shall include the stock and other securities and property that are, on the Actual Conversion Date, receivable or issuable upon such conversion of this Note in accordance with its terms.
Event of Default has the meaning set forth in Section 5 hereof.
Financing Document means the Notes, the Purchase Agreement and any document entered into, executed or delivered under or in connection with, or for the purpose of amending, any of such documents.
Lost Note Documentation means documentation satisfactory to the Company with regard to a lost or stolen Note, including, if required by the Company, an affidavit of lost note and an indemnification agreement by Holder in favor of the Company with respect to such lost or stolen Note.
Majority Holders has the meaning set forth in the Purchase Agreement.