Change of Control Conversion. (i) Upon the occurrence of a Class B Change of Control, each Class B Preferred Holder shall have the right (“
Change of Control Conversion. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Change of Control Transaction or a Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder's option, (i) in addition to the shares of Common Stock receivable upon such conversion, as adjusted for the terms of the Corporate Event, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note
Change of Control Conversion. In the event that the Company consummates a Change of Control (as defined below) prior to the Maturity Date and no Equity Financing Conversion has occurred prior to such date, upon the written consent of the Majority Holders, the outstanding principal and accrued but unpaid interest under this Note shall automatically convert into shares of the Company’s Series A-1 Preferred Stock, at a price per share equal to $0.40 per share (as adjusted for any stock split, stock dividend, recapitalization, reorganization, or the like) (a “CoC Conversion”). Holder hereby agrees that it shall, at the time of the CoC Conversion and as a condition precedent thereto, execute and deliver to the Company all transaction documents reasonably requested by the Company, including, as applicable, a joinder agreement, a voting/support agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions and having the same terms as those agreements entered into by the other holders of preferred stock of the Company.
Change of Control Conversion. Option ----------------------------------- If a Change of Control occurs at any time, the Holder shall have the right and option, but not the obligation, to immediately convert (the "Change of Control Conversion Option") this Note to Common Stock at the Conversion Price then in effect on the Change of Control Exercise Date (as defined below). The Company shall give the Holder prompt written notice if a Change of Control occurs (a "Notice"). In order to exercise the Change of Control Conversion Option with respect to any Change of Control, the Holder must deliver a written notice of its election to exercise to the Company within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Conversion Option will be held at 10:00 A.M. at the principal executive offices of the Company on the 30th day after the Company receives such written notice, or at such other time and place upon which the Holder and the Company shall agree (the "Change of Control Exercise Date").
Change of Control Conversion. If the Company undergoes a Change of Control (defined below), then the Notes shall, at the option of the Majority Note Holders evidenced by delivery of written notice thereof to the Company, either: (i) accelerate so that the Notes are due and payable concurrent with the consummation of the transaction giving rise to the Change of Control, or (ii) convert into Conversion Shares immediately prior to the consummation of the event giving rise to the Change of Control, at the applicable Conversion Price. For purposes of this Agreement, “Change of Control” shall mean: (x) any merger, consolidation, or reorganization in which the holders of the Common Stock immediately prior to such transaction do not continue to hold at least 50% of the voting securities of the surviving corporation or entity immediately after such transaction, or (y) any sale, exclusive license or other transfer not in the ordinary course of all or substantially all of the assets of the Company.
Change of Control Conversion. Upon a Change of Control occurring on or prior to December 31, 2024, all Notes then outstanding that are not tendered to a Note Offer ("Non-Tendered Notes") shall be automatically converted into Common Shares at the Non-IPO Conversion Price then in effect (a "Change of Control Conversion"). The terms and conditions of such Change of Control Conversion (in addition to complying with Applicable Securities Laws) are set forth below:
Change of Control Conversion. A) Subject to Section 5.8(b)(iv), at any time during the period beginning after a Series A Preferred Holder’s receipt of a Change of Control Notice (as defined below) or such Series A Preferred Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Series A Preferred Holder and ending on the later of twenty (20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice (such later date, the “Change of Control Period Termination Date”), a Series A Preferred Holder may, at such Series A Preferred Holder’s option, by delivery of a Conversion Notice to the Partnership (the date of any such Conversion Notice, each an “Change of Control Conversion Date”), convert all, or any number of Series A Preferred Units (such Conversion Amount of the Series A Preferred Units to be converted pursuant to this Section 5.8(b)(vi), the “Change of Control Conversion Amount” and each such conversion, a “Change of Control Conversion”) into Common Units at the lower of (x) the Conversion Price then in effect and (y) 90% of the Market Price as of the applicable Change of Control Conversion Date (each, a “Change of Control Conversion Price”).
Change of Control Conversion. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Change of Control Transaction or a Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Note shall be immediately payable, at the option of the Holder.
Change of Control Conversion. (a) At least ten (10) Business Days prior to the effective date of a Change of Control, the Issuer shall provide to the Holders a notice pursuant to Section 12.3 hereof (the “Change of Control Notice”) of the expected occurrence of the effective date of the Change of Control and of the conversion right at the option of the Holders arising as a result thereof. Each Change of Control Notice shall specify:
Change of Control Conversion. (i) Upon the occurrence of a Class B Change of Control, each Class B Preferred Holder shall have the right (“Class B Change of Control Conversion Right”) to convert some or all of the Class B Preferred Units held by such Class B Preferred Holder on the Class B Change of Control Conversion Date into a number of Common Units per Class B Preferred Unit to be converted that is equal to the Class B Conversion Rate (such number of Common Units, the “Class B Common Unit Conversion Consideration”), unless the Partnership provides notice of its election to redeem Class B Preferred Units pursuant to Section 5.13(d)(i)(B) prior to the expiration of the Class B Change of Control Redemption Period.
