Common use of Liquidation of Company Clause in Contracts

Liquidation of Company. If this Note remains outstanding as of the date of the delivery of the Liquidation Notice (as defined below), the Lender shall have the option, exercisable upon five (5) days’ prior written notice to the Company, of converting the outstanding principal and any accrued and unpaid interest under this Note into either (i) shares of the Company’s Common Stock, par value $.0001 per share (“Common Stock”), pursuant to the calculation provisions of Section 4(a ) below (ii)or the right to receive an amount equal to the product of the principal amount hereof then outstanding pursuant to Section 4(b) below. In the event the Lender fails to make a timely election, the outstanding principal and any accrued and unpaid interest under this Note shall automatically convert into the Liquidation Amount pursuant to Section 4(b) below. (a) In the event of conversion of this Note pursuant to this Section 3, the outstanding principal and any accrued and unpaid interest under this Note shall be converted into such number of shares of Common Stock. (b) In the event the Lender elects to convert the outstanding principal and any accrued and unpaid interest under this Note into the Liquidation Amount, the Liquidation Amount, together with all accrued and unpaid interest on this Note, shall be immediately due and payable to the Lender, without presentment, demand protest or notice of any kind by the Lender, all of which are hereby expressly waived.

Liquidation of Company. If this Note remains outstanding as of the date of the delivery of the Liquidation Notice (as defined below), the Lender shall have the option, exercisable upon five (5) days’ prior written notice to the Company, of converting the outstanding principal and any accrued and unpaid interest under this Note into either (i) shares of the Company’s Common Stock, par value $.0001 per share (“Common Stock”), pursuant to the calculation provisions of Section 4(a ) below (ii)or ii) or the right to receive an amount equal to the product of the principal amount hereof then outstanding pursuant to Section 4(b) below. In the event the Lender fails to make a timely election, the outstanding principal and any accrued and unpaid interest under this Note shall automatically convert into the Liquidation Amount pursuant to Section 4(b) below. (a) a. In the event of conversion of this Note pursuant to this Section 3, the outstanding principal and any accrued and unpaid interest under this Note shall be converted into such number of shares of Common Stock. (b) b. In the event the Lender elects to convert the outstanding principal and any accrued and unpaid interest under this Note into the Liquidation Amount, the Liquidation Amount, together with all accrued and unpaid interest on this Note, shall be immediately due and payable to the Lender, without presentment, demand protest or notice of any kind by the Lender, all of which are hereby expressly waived.