Common use of Conversion Price During Major Announcements Clause in Contracts

Conversion Price During Major Announcements. Notwithstanding anything contained to the contrary in this Note, in the event Company (i) makes a public announcement that it intends to consolidate or merge with any corporation or sell or transfer all or substantially of the assets of the Company or (ii) any person publicly announces a tender offer to purchase 50% or more of Company's Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the "Announcement Date", then the conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of the (x) Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this section. For purposes hereof, "Adjusted Conversion Price Termination Date" shall mean, with respect to any proposed transaction or tender offer (or takeover scheme for which a public announcement as contemplated by this section has been made, the date upon which Company (in case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender off or takeover scheme) which caused this section to become operative.

Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary in this Notecontrary, in the event Company the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Company Borrower or (ii) any person person, group or entity (including the Borrower) publicly announces a tender offer to purchase more than fifty percent (50% or more %) of Company's the Borrower’s outstanding Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the "“Announcement Date"”), then the conversion Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of the (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this sectionSection 1.2(a). For purposes hereof, "“Adjusted Conversion Price Termination Date" ” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme for which a public announcement as contemplated by this section has been made, the date upon which Company (in case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender off or takeover scheme) which caused this section to become operative.)

Conversion Price During Major Announcements. Notwithstanding anything contained to the contrary in this Note, in In the event Company the Corporation (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Corporation is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Company Corporation or (ii) any person person, group or entity (including the Corporation) publicly announces a tender offer to purchase 50% or more of Companythe Corporation's Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the "Announcement DateANNOUNCEMENT DATE"), then the conversion Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Major Announcement Termination Date (as defined below), be equal equal, for each such date, to the lower of the (x) the Conversion Price which would have been applicable for a Conversion conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Major Announcement Termination Date, the Conversion Price shall be determined as set forth in without reference to this sectionSection 8.6. For purposes hereof, "Adjusted Conversion Price Termination DateMAJOR ANNOUNCEMENT TERMINATION DATE" shall mean, with respect to any proposed transaction or tender offer (or takeover scheme scheme) for which a public announcement as contemplated by this section Section 8.6 has been made, the date upon which Company the Corporation (in the case of clause (i) above) or the person, group or of entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender off offer (or takeover scheme) which caused this section Section 8.6 to become operative.