Next Financing Clause Samples

The Next Financing clause defines how an investment or convertible instrument will convert or adjust in the event of the company's next qualified equity financing round. Typically, this clause specifies that the investor's note or SAFE will automatically convert into preferred shares at the same terms as the new investors, often with a discount or valuation cap to reward early risk. This mechanism ensures that early investors are fairly compensated and integrated into the company's capital structure during significant future fundraising, providing clarity and alignment between founders and investors.
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Next Financing. In the event that the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) which have rights, preferences or privileges that are more favorable than the terms of the Series A Preferred Stock or Series B Preferred Stock, such as preemptive rights or registration rights, the Company shall provide equivalent rights to the Investor with respect to its shares of Series A Preferred Stock or Series B Preferred Stock, as appliable (in each case with appropriate adjustment for economic terms or other contractual rights), subject to Investors execution of any documents, including, if applicable, investors’ rights, co-sale, voting and other agreements, executed by the investors purchasing securities in the Next Financing (such documents referred to herein as the “Next Financing Documents”).
Next Financing. During the Initial Forebearance Period, the Company agrees to use its reasonable best efforts to raise a minimum of $1,000,000.00 through the sale of equity or equity linked securities (such as convertible debt) in the Company, the closing (the “Closing”) of which is expected to occur within 90 days of the date hereof (the “Next Financing”). The Company agrees that the exercise price of any warrants to be issued in connection with the Next Financing shall be not less than $0.06 per share of Common Stock.
Next Financing. If the Next Financing has occurred prior to June --------------- 30,1999, then this Warrant shall be exercisable for the number of shares of the type of Equity Securities issued in the Next Financing equal to (i) fifteen percent (15%) of the principal amount set forth opposite such Investor's name on Exhibit A to the Loan Agreement, divided by (ii) the Exercise Price. ---------
Next Financing. The term “Next Financing” shall mean the next equity financing transaction or series of related transactions involving aggregate gross proceeds to the Company of at least $4,000,000 (or any lesser amount if consented to in writing by the Company and the holders of a majority of the then outstanding principal amount of the Notes (as defined in the Agreement)) excluding amounts received pursuant to the conversion of any outstanding Notes.
Next Financing. “Next Financing” shall mean the first issuance following the date hereof by Purchaser of shares of a newly created series of Purchaser’s Preferred Stock in an equity financing of parties in an aggregate amount of not less than $5,000,000 (five million US dollars).
Next Financing. The Company agrees to sell to i2 at the Closing of the Next Financing, and i2 agrees to purchase from the Company at the Closing of the Next Financing, that number of Shares equal to the quotient obtained by dividing the Next Financing Proportional Amount by the price at which the Company sells shares of its Common Stock in the Next Financing, subject to Section 1.2(d).
Next Financing. In the event that the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) which have rights, preferences or privileges that are more favorable than the terms of the Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, or Series C-2 Preferred Stock, such as preemptive rights or registration rights, the Company shall provide equivalent rights to the Investor with respect to its shares of Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, or Series C-2 Preferred Stock, as appliable (in each case with appropriate adjustment for economic terms or other contractual rights), subject to Investors execution of any documents, including, if applicable, investors’ rights, co-sale, voting and other agreements, executed by the investors purchasing securities in the Next Financing (such documents referred to herein as the “Next Financing Documents”).

Related to Next Financing

  • Equity Financing If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

  • 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.

  • Subsequent Financings (a) So long as the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type of reset or adjustment of a purchase or conversion price or to issue additional securities at any time after the closing date of a Subsequent Financing. If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) shall not apply to issuances of securities in a Permitted Financing (as defined below). (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. A "Permitted Financing" shall mean (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to this Agreement and the Notes, (iv) the Warrant Shares, (v) securities issued in connection with bona fide strategic license agreements, partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock to any employer, officer, director or advisor of the Company for a period of two (2) years following the date of this Agreement so long as the exercise price of such options or warrants is greater than $0.75, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by this Agreement, (viii) the payment of any accrued interest in shares of Common Stock pursuant to the Notes; and (ix) securities issued to CNET Networks, Inc.

  • Tail Financing Aegis shall be entitled to compensation under Section 3 herein, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by funds whom ▇▇▇▇▇ had contacted during the Engagement Period or introduced to the Company during the Engagement Period, if such Tail Financing is consummated at any time within the twelve (12) month period following the expiration or termination of this Agreement.

  • 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.