Common use of Flip-over Clause in Contracts

Flip-over. (a) In the event that, on or after the occurrence of a Flip-In Event, and an event described in (i), (ii) or (ii) below (where each such event shall be referred to herein as a "Flip-Over Event," and where a Flip-In Event or a Flip-Over Event shall sometimes be referred to herein as a "Triggering Event"), proper provision shall be made so that the registered holder of each Right, except as otherwise provided in Section 2.5(c), shall thereafter have the right to receive, upon exercise thereof and payment of an amount equal to the Product, in accordance with this Agreement, in lieu of Preferred Shares, the number of freely tradable shares (which shall be duly authorized, validly issued, fully paid and nonassessable) of Common Stock of the Principal Party or, in the case of a merger described in clause (ii) of this Section 3.3(a) in which the Common Stock of the Company shall remain outstanding, unconverted and unchanged, of the Company, free and clear of all rights of call or first refusal, liens, encumbrances or other adverse claims, determined by dividing the Product by 50% of the Fair Market Value of the shares of Common Stock of such Principal Party (or, if appropriate, the Company) on the date of consummation of a Flip-Over Event. Such Flip-Over Events are as follows:

Flip-over. (a) In the event that, on or after the occurrence of a Flip-In Event, and an event described in (i), (ii) or (ii) below (where each such event shall be referred to herein as a "Flip-Over Event," and where a Flip-In Event or a Flip-Over Event shall sometimes be referred to herein as a "Triggering Event"), proper provision shall be made so that the registered holder of each Right, except as otherwise provided in Section 2.5(c), shall thereafter have the right to receive, upon exercise thereof and payment of an amount equal to the Product, in accordance with this Agreement, in lieu of Preferred Shares, the number of freely tradable shares (which shall be duly authorized, validly issued, fully paid and nonassessable) of Common Stock of the Principal Party or, in the case of a merger described in clause (ii) of this Section 3.3(a) in which the Common Stock of the Company shall remain outstanding, unconverted and unchanged, of the Company, free and clear of all rights of call or first refusal, liens, encumbrances or other adverse claims, determined by dividing the Product by 50% of the Fair Market Value of the shares of Common Stock of such Principal Party (or, if appropriate, the Company) on the date of consummation of a Flip-Over Event. Such Flip-Over Events are as follows: