Common use of Conversion upon a Change in Control Transaction Clause in Contracts

Conversion upon a Change in Control Transaction. In the event that prior to the time of repayment of any Advance that has not previously been converted into Securities, the Borrower shall consummate a “Change in Control Transaction” (as defined below), then the total amount of Advances outstanding and not previously converted into Securities shall convert into shares of Common Stock at the Conversion Price upon receipt of written notice from the Lender to Borrower, subject to adjustment as provided herein. “Change in Control Transaction” will be deemed to exist if (i) there occurs any consolidation, merger or other business combination of the Borrower with or into any Person and the Borrower is not the surviving entity, or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of the Borrower prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving entity after the transaction or transactions, or (ii) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the operating assets of the Borrower or substantially all of Borrower’s operating and wholly-owned subsidiaries, determined on a consolidated basis, to a third party.

Conversion upon a Change in Control Transaction. In the event that prior to the time of repayment of any Advance that has not previously been converted into Securities, the Borrower shall consummate a “Change in Control Transaction” (as defined below), then the total amount of Advances outstanding and not previously converted into Securities shall convert into shares of Common Stock at the Conversion Price upon receipt of written notice from the Lender to the Borrower, subject to adjustment as provided herein. “Change in Control Transaction” will be deemed to exist if (i) there occurs any consolidation, merger or other business combination of the Borrower with or into any Person and the Borrower is not the surviving entity, or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of the Borrower prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving entity after the transaction or transactions, or (ii) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the operating assets of the Borrower or substantially all of the Borrower’s equity interests in the operating and wholly-owned subsidiaries, determined on a consolidated basis, to a third party.