Common use of Conversion Upon a Change of Control Clause in Contracts

Conversion Upon a Change of Control. If a Change of Control occurs prior to a Qualified Financing or Initial Public Offering and prior to the payment in full of the principal amount of this Note, and: (i) if the proceeds to be received by Investor in such Change of Control if the Investor had converted pursuant to this Section 4(c)(i) is greater than the accrued and unpaid interest of this Note plus 200% of the outstanding principal of this Note, then the outstanding principal amount of this Note, and all accrued and unpaid interest on this Note, shall automatically convert into fully paid and nonassessable shares of the Common Stock at a price per share equal to an amount obtained by dividing (x) $22,500,000 by (y) the Fully Diluted Capitalization of the Company; or (ii) if the proceeds received in such Change of Control by Investor if the Investor had converted pursuant to Section 4(c)(i) is less than the accrued and unpaid interest of this Note plus 200% of the outstanding principal of this Note, then the outstanding principal amount of this Note, plus all accrued and unpaid interest, in each case that has not otherwise been converted into equity securities pursuant to Section 4, shall be due and payable immediately prior to the closing of such Change of Control, together with a premium equal to 100% of the outstanding principal amount to be repaid