Common use of Trigger Event Clause in Contracts

Trigger Event. In the event that any holder of shares of Designated Preferred who is also a holder of Outstanding Convertible Notes (as defined below) issued pursuant to the Third Amended and Restated Note Purchase Agreement at any closing thereunder (as defined below) (each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Third Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Subsequent Loan Amount or Fifth Subsequent Loan Amount (as defined in the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Subsequent Closing (as defined in the Third Amended and Restated Note Purchase Agreement), then each share of Designated Preferred held by such Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the case of the Fourth Subsequent Closing, the consummation of the Fourth Subsequent Closing or (2) in the case of the Fifth Subsequent Closing, the consummation of the Fifth Subsequent Closing, as applicable, effective upon (1) in the case of the Fourth Subsequent Closing, the close of business on the first businesses day after the Fourth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement) or (2) in the case of the Fifth Subsequent Closing, the close of business on the first business day after the Fifth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement), as applicable. For purposes of this Section B.2(f), the number of shares of Designated Preferred held by a Note Holder shall include all shares of Designated Preferred held by Affiliates (as defined in the Third Amended and Restated Note Purchase Agreement) of such holder. The conversion of Designated Preferred pursuant to this Section B.2(f) is referred to as a “Special Mandatory Conversion”.

Trigger Event. In the event that any holder of shares of Designated Preferred who is also a holder of Outstanding 2008 Convertible Notes (as defined below) issued pursuant to the Third Second Amended and Restated Note Purchase Agreement at any closing thereunder (as defined below) (each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Third Second Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Subsequent Loan Amount, Additional Subsequent Loan Amount or Fifth Third Subsequent Loan Amount (each as defined in the Third Second Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing, Additional Subsequent Closing or Fifth Third Subsequent Closing (each, as defined in the Third Second Amended and Restated Note Purchase Agreement), as applicable, then each share of Designated Preferred held by such Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the case of the Fourth Subsequent Closing, the consummation of the Fourth Subsequent Closing or Closing, (2) in the case of the Fifth Additional Subsequent Closing, the consummation close of business on July 24, 2009 or (3) in the case of the Fifth Third Subsequent Closing, the close of business on January 22, 2010, as applicable, effective upon (1) in the case of the Fourth Subsequent Closing, the consummation of the Subsequent Closing, (2) in the case of the Additional Subsequent Closing, the close of business on the first businesses day after the Fourth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement) July 24, 2009 or (23) in the case of the Fifth Third Subsequent Closing, the close of business on the first business day after the Fifth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement)February 1, 2010, as applicable. For purposes of this Section B.2(f), the number of shares of Designated Preferred held by a Note Holder shall include all shares of Designated Preferred held by Affiliates (as defined in the Third Second Amended and Restated Note Purchase Agreement) of such holder. The conversion of Designated Preferred pursuant to this Section B.2(f) is referred to as a “Special Mandatory Conversion”.

Trigger Event. In the event that any holder of shares of Designated Preferred who is also a holder of Outstanding 2008 Convertible Notes (as defined below) issued pursuant to the Third Amended and Restated Note Purchase Agreement at any closing thereunder (as defined below) (each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Third Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Subsequent Loan Amount or Fifth Additional Subsequent Loan Amount (each as defined in the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Additional Subsequent Closing (each, as defined in the Third Amended and Restated Note Purchase Agreement), as applicable, then each share of Designated Preferred held by such Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the case of the Fourth Subsequent Closing, the consummation of the Fourth Subsequent Closing Closing, or (2) in the case of the Fifth Additional Subsequent Closing, the consummation close of the Fifth Subsequent Closingbusiness on July 24, 2009, as applicable, effective upon (1) in the case of the Fourth Subsequent Closing, the close consummation of business on the first businesses day after the Fourth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement) Closing, or (2) in the case of the Fifth Additional Subsequent Closing, the close of business on the first business day after the Fifth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement)July 24, 2009, as applicable. For purposes of this Section B.2(f), the number of shares of Designated Preferred held by a Note Holder shall include all shares of Designated Preferred held by Affiliates (as defined in the Third Amended and Restated Note Purchase Agreement) of such holder. The conversion of Designated Preferred pursuant to this Section B.2(f) is referred to as a “Special Mandatory Conversion”.

Trigger Event. In Prior to a Qualified IPO or Deemed Liquidation, in the event that any holder of shares of Designated Preferred who is also Stock does not participate in a holder of Outstanding Convertible Notes Qualified Financing (as defined below) issued pursuant by purchasing in the aggregate, in such Qualified Financing and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the Third Amended and Restated Note Purchase Agreement at any closing thereunder opportunity to purchase its Pro Rata Amount (as defined below) (eachof, a “Note Holder”) does not purchase (together with its Affiliatesthe Qualified Financing), as defined in such holder’s Pro Rata Amount, then the Third Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Subsequent Loan Amount or Fifth Subsequent Loan Amount Applicable Portion (as defined in below) of the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Subsequent Closing (as defined in the Third Amended and Restated Note Purchase Agreement), then each share shares of Designated Preferred Stock held by such Note Holder holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth applicable Preferred Conversion Price in effect immediately prior to (1) in the case consummation of the Fourth Subsequent Closingsuch Qualified Financing, effective upon, subject to, and concurrently with, the consummation of the Fourth Subsequent Closing or Qualified Financing and in accordance with the following order: (2A) first, the shares of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the case of the Fifth Subsequent Closing, Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the Fifth Subsequent Closingaggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion, as applicable, effective upon then (1B) in the case of the Fourth Subsequent Closingsecond, the close shares of business on Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the first businesses day after number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Fourth Subsequent Closing Date Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (as defined in the Third Amended and Restated Note Purchase AgreementC) or (2) in the case of the Fifth Subsequent Closingthird, the close shares of business on Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the first business day after number of shares converted pursuant to Sections 2(e)(vii)(1)(A) and 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Fifth Subsequent Closing Date (as defined Seed Preferred Conversion Price in effect immediately prior to the Third Amended and Restated Note Purchase Agreement), as applicableconsummation of such Qualified Financing. For purposes of this Section B.2(f), determining the number of shares of Designated Preferred held Stock owned by a Note Holder shall include holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, all shares of Designated Preferred Stock held by Affiliates (as defined in the Third Amended and Restated Note Purchase Agreementbelow) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). The Such conversion of Designated Preferred pursuant to this Section B.2(f) is referred to herein as a “Special Mandatory Conversion.”.

Trigger Event. In Subject to Section 2(e)(vii)(2), prior to a Qualified IPO or Deemed Liquidation, in the event that any holder of shares of Designated Preferred who is also Stock does not participate in a holder of Outstanding Convertible Notes Qualified Financing (as defined below) issued pursuant by purchasing in the aggregate, in such Qualified Financing and within the time period specified by the Corporation (provided that the Corporation has sent to each holder of Preferred Stock at least 10 days written notice of, and the Third Amended and Restated Note Purchase Agreement at any closing thereunder opportunity to purchase its Pro Rata Amount (as defined below) (eachof, a “Note Holder”) does not purchase (together with its Affiliatesthe Qualified Financing), as defined in such holder’s Pro Rata Amount, then the Third Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Subsequent Loan Amount or Fifth Subsequent Loan Amount Applicable Portion (as defined in below) of the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Subsequent Closing (as defined in the Third Amended and Restated Note Purchase Agreement), then each share shares of Designated Preferred Stock held by such Note Holder holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth applicable Preferred Conversion Price in effect immediately prior to (1) in the case consummation of the Fourth Subsequent Closingsuch Qualified Financing, effective upon, subject to, and concurrently with, the consummation of the Fourth Subsequent Closing or Qualified Financing and in accordance with the following order: (2A) first, the shares of Series C Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion shall be converted into shares of Common Stock at the case of the Fifth Subsequent Closing, Series C Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the Fifth Subsequent Closingaggregate number of shares of Series C Preferred Stock held by such holder is less than such holder’s Applicable Portion, as applicablethen (B) second, effective upon the shares of Series B Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, shall be converted into shares of Common Stock at the Series B Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series B Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) of this Article FOURTH, then (1C) third, the shares of Series A Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the case number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, shall be converted into shares of Common Stock at the Series A Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing; provided that if the aggregate number of shares of Series A Preferred Stock held by such holder is less than such holder’s Applicable Portion less the number of shares converted pursuant to Section 2(e)(vii)(1)(A) and Section 2(e)(vii)(1)(B) of this Article FOURTH, then (D) fourth, the shares of Seed Preferred Stock held by such holder in an amount equal to such holder’s Applicable Portion, less the number of shares converted pursuant to Section 2(e)(vii)(1)(A), Section 2(e)(vii)(1)(B) and Section 2(e)(vii)(1)(C) of this Article FOURTH, shall be converted into and exchanged for shares of Common Stock at the Seed Preferred Conversion Price in effect immediately prior to the consummation of such Qualified Financing. No fractional shares of Common Stock to which any stockholder would otherwise be entitled resulting from such conversion and exchange shall be issued, but in lieu thereof, each stockholder of the Fourth Subsequent ClosingCorporation who otherwise would be entitled to a fraction of a share of Common Stock upon such conversion, reclassification and exchange (except those stockholders who have agreed to waive such payment) shall be entitled to receive a cash payment equal to the close product of business on such fractional interest multiplied by the first businesses day after Common Stock’s fair market value as determined in good faith by the Fourth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement) or (2) in the case Board of Directors of the Fifth Subsequent Closing, Corporation as of the close date of business on the first business day after the Fifth Subsequent Closing Date (as defined in the Third Amended such conversion and Restated Note Purchase Agreement), as applicableexchange. For purposes of this Section B.2(f), determining the number of shares of Designated Preferred held Stock owned by a Note Holder shall include holder, and for determining the number of Offered Securities (as defined below) a holder of Preferred Stock has purchased in a Qualified Financing, all shares of Designated Preferred Stock held by Affiliates (as defined in the Third Amended and Restated Note Purchase Agreementbelow) of such holder shall be aggregated with such holder’s shares and all Offered Securities purchased by Affiliates of such holder shall be aggregated with the Offered Securities purchased by such holder (provided that no shares or securities shall be attributed to more than one entity or person within any such group of affiliated entities or persons). The conversion Notwithstanding the foregoing, the provisions of Designated Preferred pursuant to this Section B.2(f2(e)(vii)(1) is referred of this Article FOURTH shall not apply to as any shares of Preferred Stock held by the ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ Foundation at the time of a “Special Mandatory Conversion”Qualified Financing.

Trigger Event. In the event that any holder of shares of Designated Preferred who is also a holder of Outstanding Convertible Notes (as defined below) issued pursuant to the Third Fourth Amended and Restated Note Purchase Agreement at any closing thereunder (as defined below) at any closing thereunder (each, a “Note Holder”) does not purchase (together with its Affiliates, as defined in the Third Fourth Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Sixth Subsequent Loan Amount or Fifth Seventh Subsequent Loan Amount (each as defined in the Third Fourth Amended and Restated Note Purchase Agreement) at a Fourth Sixth Subsequent Closing or Fifth Seventh Subsequent Closing (each as defined in the Third Fourth Amended and Restated Note Purchase Agreement), then each share of Designated Preferred held by such Note Holder shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1) in the case of the Fourth Sixth Subsequent Closing, the consummation of the Fourth Sixth Subsequent Closing or (2) in the case of the Fifth Seventh Subsequent Closing, the consummation of the Fifth Seventh Subsequent Closing, as applicable, effective upon (1) in the case of the Fourth Sixth Subsequent Closing, the close of business on the first businesses day after the Fourth Sixth Subsequent Closing Date (as defined in the Third Fourth Amended and Restated Note Purchase Agreement) or (2) in the case of the Fifth Seventh Subsequent Closing, the close of business on the first business day after the Fifth Seventh Subsequent Closing Date (as defined in the Third Fourth Amended and Restated Note Purchase Agreement), as applicable. For purposes of this Section B.2(f), the number of shares of Designated Preferred held by a Note Holder shall include all shares of Designated Preferred held by Affiliates (as defined in the Third Fourth Amended and Restated Note Purchase Agreement) of such holder. The conversion of Designated Preferred pursuant to this Section B.2(f) is referred to as a “Special Mandatory Conversion.”.

Trigger Event. In the event that any holder of shares of Designated Preferred who is also a holder of Outstanding Convertible Notes (as defined below) issued pursuant that, prior to the Third Amended and Restated Note Purchase Agreement at any closing thereunder (as defined below) (eachclose of business on September 30, a “Note Holder”) does not purchase (together with 2015, the consummation of the Company's initial public offering of its Affiliates, as defined shares in the Third Amended and Restated Note Purchase AgreementUnited States (an "IPO") 100% reflecting a Company pre-money valuation of such Note Holder’s Fourth Subsequent Loan Amount or Fifth Subsequent Loan Amount at least $150 million, has not occurred (as defined in the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Subsequent Closing (as defined in the Third Amended and Restated Note Purchase Agreement"Trigger Event"), then each share the Company agrees that the Investment hereunder shall, at such time, be treated as if it was made at a Company pre-money valuation as at the Closing, on a Fully-Diluted Basis, of Designated Preferred held by such Note Holder shall automatically$75,000,000 (the "Trigger Valuation"), with the result being (without derogating from any other rights of the Investors) the increase of the number of Investors Shares and Warrants issued and granted to the Investors, and without any further action the increase of the ESOP Increase, all retroactive to the Closing, to the numbers thereof as set forth on the part of such holderTrigger Valuation sheet on the Capitalization Table. Such adjustment will, inter alia, be converted into shares of Common Stock accomplished at such time (at the conversion ratio determined pursuant Company's discretion, with the consent of the Lead Investor, not to Section B.2(a) of this Article Fifth immediately prior to be unreasonably withheld) (1) in the case of the Fourth Subsequent Investors Shares, (i) by a reduction of the Conversion Prices applicable to the Preferred A Shares, as set forth in the Amended AOA, or (ii) by both the issuance of additional Preferred A Shares to each Investor (pro rata to such Investor's number of Investors Shares), and the decrease of the Price Per Share retroactive to the Closing, the consummation of the Fourth Subsequent Closing or to reflect such Trigger Valuation, and (2) in the case of the Fifth Subsequent ClosingWarrant Shares, the consummation of the Fifth Subsequent Closing, as applicable, effective upon both (1i) an increase in the case of the Fourth Subsequent Closing, the close of business on the first businesses day after the Fourth Subsequent Closing Date Base Number (as defined in the Third Amended and Restated Note Purchase AgreementWarrants) or (2) in the case as of the Fifth Subsequent Closing, the close of business on the first business day after the Fifth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement), as applicable. For purposes of this Section B.2(f), to the number of shares Warrant Shares as set forth on the Trigger Valuation sheet on the Capitalization Table and (ii) a reduction of Designated Preferred held by a Note Holder shall include all shares of Designated Preferred held by Affiliates (the Warrant Price, as defined set forth in the Third Amended and Restated Note Purchase Agreement) Warrants, with the intent that, as a result of such holderadjustments, the aggregate exercise price of the Warrants shall remain the same. The conversion of Designated Preferred pursuant to this Section B.2(fCompany hereby represents and warrants that, at the Trigger Valuation, (a) is referred to the Price Per Share would have been US$5.28 (the "Trigger Price") and (b) the Company's post-Closing capitalization on a fully-diluted basis would have been as a “Special Mandatory Conversion”set out in the Trigger Valuation sheet on the Capitalization Table.

Trigger Event. 2.4.1. In the event that any holder of shares of Designated Preferred who is also a holder of Outstanding Convertible Notes by December 31, 2014, the Milestone (as defined below) issued pursuant to the Third Amended and Restated Note Purchase Agreement at any closing thereunder has not been achieved (as defined below) (each, a “Note HolderTrigger Event”) does not purchase (together with its Affiliates, as defined in the Third Amended and Restated Note Purchase Agreement) 100% of such Note Holder’s Fourth Subsequent Loan Amount or Fifth Subsequent Loan Amount (as defined in the Third Amended and Restated Note Purchase Agreement) at a Fourth Subsequent Closing or Fifth Subsequent Closing (as defined in the Third Amended and Restated Note Purchase Agreement), then each share the Company agrees that the investment hereunder shall, retroactively at such time, be treated as if it was made at a Company pre-money valuation as at the Closing, on a Fully-Diluted Basis, of Designated $80,000,000 (the “Trigger Valuation”), with the result being the increase (for no additional consideration) of the number of Purchased Shares and Warrants issued and granted to the Investors, retroactive to the Closing, to the numbers thereof as set forth on the Trigger Valuation sheet on the Capitalization Table. Such adjustment will, inter alia, be accomplished, upon such Trigger Event (unless otherwise required by the Lead Investor) (i) by (a) the issuance of Trigger Shares to the Investors and/or (b) a reduction (but, for the avoidance of doubt, in no such event any increase) of the Conversion Price applicable to the Initial Preferred held by such Note Holder shall automaticallyE Shares, as set forth in the Amended Articles, to the Trigger Price, and without any further action on the part of such holder, be converted into shares of Common Stock at the conversion ratio determined pursuant to Section B.2(a) of this Article Fifth immediately prior to (1ii) in the case of the Fourth Subsequent ClosingWarrant Shares, the consummation of the Fourth Subsequent Closing or (2) an increase in the case of Base Number under the Fifth Subsequent Closing, the consummation of the Fifth Subsequent Closing, as applicable, effective upon (1) in the case of the Fourth Subsequent Closing, the close of business on the first businesses day after the Fourth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement) or (2) in the case of the Fifth Subsequent Closing, the close of business on the first business day after the Fifth Subsequent Closing Date (as defined in the Third Amended and Restated Note Purchase Agreement), as applicable. For purposes of this Section B.2(f), Warrants to the number of shares of Designated Preferred held Warrant Shares as set forth on the Trigger Valuation sheet on the Capitalization Table (which Warrant Share increase will be accompanied by a Note Holder shall include all shares reduction of Designated Preferred held by Affiliates (the Warrant Price, as defined set forth in the Third Amended Warrants, and Restated Note Purchase Agreementa reduction (but, for the avoidance of doubt, in no such event any increase) of the Conversion Price applicable to the Warrant Shares, as set forth in the Amended Articles, to a price which is 20% more than the Conversion Price of the Preferred E Shares as adjusted in the context of such holderTrigger Event). The conversion of Designated Company hereby represents and warrants that, at the Trigger Valuation, (x) the Price Per Share would have been $171.946 (the “Trigger Price”) and (y) the Company’s post-Closing capitalization on a Fully-Diluted Basis would have been as set out in the Trigger Valuation sheet on the Capitalization Table. 2.4.2. All additional Preferred E Shares issued (if issued) pursuant to this Section B.2(f) is 2.4 shall be issued free and clear of any and all Encumbrances, and shall collectively be referred herein as “Trigger Shares”. The Trigger Shares shall be issued without the payment of any additional consideration by the Investors and shall be deemed to as a “Special Mandatory Conversion”be Purchased Shares, and the Investment Amount shall be deemed to be allocated between the Trigger Shares and all Preferred E Shares issued to the Investors at the Closing.