Conversion upon Change of Control. Subject to and upon compliance with the provisions of this Article 14, including without limitation Section 14.03(i), in connection with any Change of Control (other than the Specified Transaction), each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof (or, if a PIK Payment has been made, if the portion to be converted is $1.00 principal amount or an integral multiple in excess thereof )) of such Note on or after the time that is ten (10) Business Days prior to the anticipated Effective Date of such Change of Control until the close of business on the day that is three (3) calendar days prior to the actual date such Change of Control becomes effective (the “Change of Control Effective Date”), into Common Stock (or such Reference Property pursuant to Section 14.08 in lieu of such Common Stock), subject to, and in accordance with, the settlement provisions of Section 14.03 (the “Change of Control Conversion Obligation”); provided, however, such conversion shall be allowed only if the Common Stock, or Reference Property as applicable, is issued in the conversion transaction by the Company, its successor for U.S. federal tax purposes (including Company’s sole regarded owner if Company is treated as disregarded for U.S. federal Tax purposes), or a corporation that is related to the Company or its successor under Section 267(b) or Section 707(b)(1) of the Code. The Company shall notify the Holders and the Representative in writing of any Change of Control no later than fifteen (15) Business Days prior to the anticipated Effective Date of a Change of Control (or if such anticipated Effective Date is not known prior to such date, promptly following knowledge of such anticipated Effective Date but in any event no later than two (2) Business Days after the Change of Control Effective Date). In the case of Physical Notes, such notice shall be by first class mail. No failure of the Company to give the foregoing notice and no defect therein shall limit the Holders’ conversion rights or affect the validity of the proceedings for the conversion of the Notes pursuant to this Section 14.01. Notwithstanding the foregoing, no Holder may convert any portion of such Holder’s Notes unless the Notes delivered for conversion represent (1) at least $250,000 in aggregate principal amount of Notes (the “Minimum Conversion Amount”) or (2) i...
Conversion upon Change of Control. In the event of a Change of Control (as hereinafter defined) prior to the Next Financing, the Company shall provide the Holder at least fifteen (15) days advance written notice of the closing of any proposed Change of Control. The Holder shall have the option (but not the obligation) to elect, by written notice to the Company within fifteen (15) days following the receipt of such notice (the “Election Period”), to receive (as full satisfaction of this Note) an amount equal to (a) one and one half (1.5) multiplied by (b) the outstanding principal balance on this Note together with the accrued but unpaid interest (the “Liquidation Payment”). Such repayment shall be made at the closing of the Change of Control, and shall be paid prior and in preference to any distribution of any assets or funds of the Company to the holders of the Company’s outstanding capital stock (including, but not limited to, holders of the Company’s Preferred Stock then outstanding) in connection with the Change of Control. If the Holder does not provide written notice to the Company during the Election Period of its election to receive the Liquidation Payment, the outstanding principal balance and unpaid accrued interest on this Note shall automatically convert into shares of the Company’s Series C Preferred Stock at a conversion price per share equal to (a) two (2) multiplied by (b) the Series C Original Issue Price (as defined in the Charter), which is $0.46 as of the date hereof, subject to adjustment for stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like. “Change of Control” shall mean (x) the acquisition of the Company pursuant to a consolidation, or merger, of the Company with, or into, any other person in which the Company is not the surviving corporation (other than a reincorporation) and the holders of more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company prior to such merger or consolidation hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of the surviving corporation, (y) the sale, lease, license or other disposition of all or substantially all of the assets of the Company to any other person or (z) any sale or transfer of any capital stock of the Company after the date hereof, following which more than fifty percent (50%) of the combined outstandin...
Conversion upon Change of Control. If a Change of Control transaction occurs prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Note would, at the election of the holders of a majority of the outstanding principal of the Notes, be either (i) payable upon demand as of the closing of such Change of Control transaction or (ii) convertible into shares of the Common Stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (x) the Conversion Price, or (y) the per share consideration to be received by the holders of the Common Stock in such Change of Control transaction.
Conversion upon Change of Control. As soon as possible after the occurrence of a Change of Control Triggering Event (as defined in the Articles Supplementary), the Company shall provide notice thereof to the Depositary in form and substance sufficient for the Depositary to deliver the notice to holders of Depositary Shares required by this Section 2.8. Within fifteen (15) days following the occurrence of a Change of Control Triggering Event, the Depositary shall provide to holders of the Depositary Shares a notice of occurrence of the Change of Control Triggering Event that describes the resulting Change of Control Conversion Right (as defined in the Articles Supplementary) and the Company’s right to exercise its optional redemption right. This notice must state: (i) the events constituting the Change of Control Triggering Event; (ii) the date of the Change of Control Triggering Event; (iii) the last date on which the holders of Depositary Shares may exercise their Change of Control Conversion Right; (iv) that the Company may elect to exercise its optional redemption right; (v) the method and period for calculating the Common Stock Price (as defined in the Articles Supplementary); (vi) the Change of Control Conversion Date (as defined in the Articles Supplementary), which will be a business day; (vii) the type and amount of Conversion Consideration (as defined in the Articles Supplementary) (and/or the type and amount of Alternative Conversion Consideration (as defined in the Articles Supplementary)) entitled to be received per Depositary Share and per share of Stock; (viii) the name and address of the paying agent and the conversion agent and (ix) the procedures that the holders of Depositary Shares must follow to exercise their Change of Control Conversion Right. To exercise their Change of Control Conversion Right, holders of Depositary Shares will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the Receipts evidencing the Depositary Shares to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Depositary. The conversion notice must state: (i) the relevant Change of Control Conversion Date; (ii) the number of Depositary Shares to be converted into Conversion Consideration; and (iii) that the Depositary Shares are to be converted into Conversion Consideration pursuant to the applicable provisions of the Stock. Holders of the Depositary Shares may withdraw any notice of exercise of a Chan...
Conversion upon Change of Control. If a Change of Control (as defined in Condition 8(D)) shall have occurred, the Company shall give notice of that fact to the Bondholders (the “Change of Control Notice”) in accordance with Condition 16 within five days after it becomes aware of such Change of Control. Following the giving of a Change of Control Notice, upon any exercise of Conversion Rights such that the relevant Conversion Date falls within 30 days following a Change of Control, or, if later, 30 days following the date on which the Change of Control Notice is given to Bondholders (such period, the “Change of Control Conversion Period”), the Conversion Price shall be adjusted in accordance with the following formula: NCP = OCP Where: NCP is the Conversion Price after such adjustment. OCP is the Conversion Price in force immediately before such adjustment, and for the avoidance of doubt, OCP for the purposes of this Condition 6(D) shall be the Conversion Price applicable on the relevant Conversion Date in respect of any conversion pursuant to this Condition 6(D). CP is the Conversion Premium of 10% expressed as a fraction. c is the number of days from and including the first day of the Change of Control Conversion Period to but excluding July 23, 2014. t is the number of days from and including July 23, 2009 to but excluding July 23, 2014. provided that the Conversion Price shall not be reduced pursuant to this Condition 6(D) may not be reduced so that, on conversion of Bonds, Shares would fall to be issued at a discount to their par value.
Conversion upon Change of Control. If, after the date hereof, a Change of Control occurs, immediately prior to the effectiveness of such Change of Control, either, as determined by the Purchaser Majority (A) the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall be automatically converted into that number of shares of the Company’s Series C-2 Preferred Stock, par value $0.0001 (the “Series C-2 Preferred”) equal to the quotient of (i) the outstanding principal amount plus accrued interest (if any) divided by (ii) the Series C-2 Original Issue Price or (B) upon notice to the Company five (5) business days prior to the effectiveness of such Change of Control transaction, the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall accelerate and shall immediately be payable and repaid in full at the closing of such transaction. For purposes of the Loan Documents, “Change of Control” shall mean (i) a merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly owned subsidiary of the Company) or any other transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Company in a single transaction or series of related transactions; provided, however, that a Change of Control of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. The Company shall provide each of the Purchasers written notice no less than twenty (20) days’ notice prior to the effectiveness of such Change of Control transaction.
Conversion upon Change of Control. In the event of a Change of Control that is approved in accordance with Section 6(a), the Company shall have the right to require the Holder to convert all of the Conversion Amount then outstanding under this Note into fully paid, validly issued and nonassessable shares of Common Stock at the Conversion Price as of the Change of Control Conversion Date (as defined below); provided that all holders of Notes are similarly required to convert. The Company may exercise its right to require conversion under this Section 3(c) (a “Change of Control Conversion”) by delivering within 30 days of the Change of Control Conversion Date a written notice to all, but not less than all, of the holders of the Notes (the “Change of Control Conversion Notice”). The Change of Control Conversion Notice shall be irrevocable and shall state (i) the date on which the Change of Control Conversion shall be consummated (the “Change of Control Conversion Date”), and (ii) the number of shares of Common Stock to be issued to the Holder on the Change of Control Conversion Date.
Conversion upon Change of Control. If , after the date hereof and prior to conversion pursuant to Sections 3.1, 3.3, 3.4 or 3.5, a Change of Control occurs, immediately prior to the effective date of such Change of Control, the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall be automatically converted into that number of shares of a new series of preferred stock (the “Series X Preferred”) equal to the quotient of (i) the outstanding principal amount plus accrued interest (if any) divided by (ii) the Series C-2 Original Issue Price (as defined in the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”)). Prior to the effective date of such Change of Control, the Company shall amend its Restated Certificate to authorize the Series X Preferred. The Series X Preferred Stock shall have rights, preferences and privileges identical to the Company’s existing Series C-1 Preferred Stock and Series C-2 Preferred Stock (together, the “Preferred Stock”) and shall be pari passu with such Preferred Stock, provided, however, that upon a Liquidation Event (as defined in the Restated Certificate), before any distribution or payment is made to the holders of Preferred Stock or the Company’s common stock (“Common Stock”), the Series X Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution an amount per share of Series X Preferred Stock equal to three times the Series C-2 Original Issue Price. For purposes of the Loan Documents, “Change of Control” shall mean (i) a merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly owned subsidiary of the Company) or any other transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Company in a single transaction or series of related transactions; provided, however, that a Change of Control of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. The Company shall provide each of the Purchasers written notice no less than twenty (20) days’ notice prior to the e...
Conversion upon Change of Control. Subject to and upon compliance with the provisions of this Article 14, including without limitation Section 14.03(i), in connection with any Change of Control (other than the Specified Transaction), each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof (or, if a PIK Payment has been made, if the portion to be converted is $1.00 principal amount or an integral multiple in excess thereof )) of such Note on or after the time that is ten Business Days prior to the anticipated effective date of such Change of Control until the close of business on the day that is three calendar days prior to the actual date such Change of Control becomes effective (the “Change of Control Effective Date”), into Common Stock (or such Reference Property pursuant to Section 14.08 in lieu of such Common Stock), subject to, and in accordance with, the settlement provisions of Section 14.03 (the “Change of Control Conversion Obligation”); provided, however, such conversion shall be allowed only if the Common Stock, or Reference Property as applicable, is issued in the conversion transaction by the Company, its successor for U.S. federal tax purposes (including Company’s sole regarded owner if Company is treated as disregarded for U.S. federal tax purposes), or a corporation that is related to the Company or its successor under Section 267(b) or Section 707(b)(1) of the Code. The Company shall notify the Holders and the Representative in writing of any Change of Control no later than 15 Business Days prior to the anticipated effective date of a Change of Control (or if such anticipated effective date is not known prior to
Conversion upon Change of Control. If a Change of Control transaction occurs prior to the Qualified Financing, the (i) outstanding principal, (ii) accrued and unpaid interest under the Note and (iii) the Premium would, at the election of the holders of a majority of the outstanding principal of the Notes, be either (A) payable upon demand as of the closing of such Change of Control transaction or (B) convertible into shares of the Common Stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (A) the VWAP, or (B) the per share consideration to be received by the holders of the Common Stock in such Change of Control transaction.
