Common use of Special Mandatory Conversion Clause in Contracts

Special Mandatory Conversion. If from time to time any Offeree is entitled to exercise a right of first refusal granted pursuant to Section 12(a) (the “Right of First Refusal”) with respect to any equity financing of the Company that would result in the reduction of the the Series D Conversion Price, the Series C Conversion Price, the Series B Conversion Price or the Series A Conversion Price (each as described in Article IV Section B.5(a) of the Charter) (the “Equity Financing”) and (i) the Equity Financing has been approved by Board of Directors, (ii) the Company has fully complied in all respects with its obligations pursuant to such Right of First Refusal, (iii) the provisions of such Right of First Refusal have not been waived pursuant to the terms of this Agreement and (iv) such Offeree (referred to herein as a