Common use of Qualifying Financing Clause in Contracts

Qualifying Financing. (a) The Company must give the Investor written notice of any anticipated Qualifying Financing no less than 5 Business Days prior to the Company's entry into definitive documents relating to the Qualifying Financing. (b) Subject to clauses 3(d) and 9, if there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to the higher of:12 (i) the Purchase Amount divided by the Discount Price; or (ii) the Purchase Amount divided by the Cap Price, in each case rounded to the nearest whole number of QF Shares. (c) The Company must, not later than 3 Business Days after the issue of the QF Shares in accordance with clause 3(b), send to the Investor a certificate for the number of QF Shares issued to the Investor. (d) If a Shareholders Agreement is in existence or is being entered into at the time of the Qualifying Financing and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any QF Shares under clause 3(b), at the request of the Company either: (i) enter into the Shareholders Agreement; or (ii) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees), provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing.

Qualifying Financing. (a) The Company must give the Investor written notice of any anticipated Qualifying Financing no less than 5 Business Days prior to the Company's entry into definitive documents relating to the Qualifying Financing. (b) Subject to clauses 3(d) ), 6, and 910, if there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to the higher of:12of: (i) the Purchase Amount divided by the Discount Price; or (ii) the Purchase Amount divided by the Cap Price, in each case capped at the Ownership Cap and rounded to the nearest whole number of QF Shares. (c) The Company must, not later than within 3 Business Days after the issue of the QF Shares in accordance with clause 3(b), send to the Investor a certificate for the number of QF Shares issued to the Investor. (d) If a Shareholders Agreement is in existence or is being entered into at the time of the Qualifying Financing and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any QF Shares under clause 3(b), at the request of the Company either: (i) enter into the Shareholders Agreement; or (ii) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees), as instructed by the Company, provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing.