Common use of Major Transactions Clause in Contracts

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversion, in lieu of the shares of Common Stock otherwise issuable, such shares of publicly traded stock, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion had such Major Transaction not taken place (without giving effect to any limitations on such Conversion contained in this Note or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) the Holder has received written notice of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(f) hereof, the Holder would beneficially own more than 4.9% of the Common Stock then outstanding, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of this Note as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at If the Company shall consolidate with or merge into any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversion, in lieu of the corporation or reclassify its outstanding shares of Common Stock otherwise issuable(other than by way of subdivision or reduction of such shares) (each a "Major Transaction"), such shares then each holder of publicly traded stocka Warrant shall thereafter be entitled to receive consideration, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for such Warrant, equal to the greater of, as determined in the sole discretion of such holder: (i) a warrant to purchase (at the same aggregate exercise price and on the same terms and conditions as the Warrant surrendered) the number of shares of stock or securities or property of the Company, or of the entity resulting from such consolidation or merger (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock which delivered upon exercise of such Warrant would have been issuable entitled upon Conversion had such Major Transaction not taken place had the holder of such Warrant exercised (without giving effect regard to any limitations on exercise herein contained) the Warrant on the trading date immediately preceding the public announcement of the transaction resulting in such Conversion contained in this Note or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) and had such Common Stock been issued and outstanding and had such holder been the Holder has received written notice holder of record of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(f) hereof, the Holder would beneficially own more than 4.9% of the Common Stock then outstandingat the time of such Major Transaction, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of make lawful provision therefor as a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date part of such consolidation, merger or sale reclassification; and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient (ii) cash paid by the Company in immediately available funds, in an amount equal to the Black-Scholes Amount (as defined herein) times the number of shares of Common Stock authorized and available for issuance upon conversion of which this Note as of Warrant was exercisable (without regard to any limitations on exercise herein contained) on the date immediately preceding the date of such transactionMajor Transaction. No sooner than ten (10) days nor later than five (5) days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of Warrants, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day following the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which such holder would receive under clause (i) of this paragraph (e). If the Major Transaction Consideration does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (5) days of the holder's receipt of the Notice of Major Transaction. The "Black-Scholes Amount" shall similarly apply be an amount determined by calculating the "Black-Scholes" value of an option to successive purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major TransactionsTransaction; (ii) volatility of the Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury bill or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversion, in lieu of the shares of Common Stock otherwise issuable, such shares of publicly traded stock, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion had such Major Transaction not taken place (without giving effect to any limitations on such Conversion contained in this Note Debenture or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) the Holder has received written notice of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(fparagraph 3(f)(i) hereof, the Holder would would, upon conversion, beneficially own more than 4.9% of the Common Stock then outstanding, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders shareholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note Debenture (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of this Note Debenture as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversioneither (i) require the Company to repurchase this Warrant for cash in an amount equal to the Black_Scholes Value determined as of the date on which such Major Transaction occurred or (ii) exercise this Warrant in whole or in part at any time prior to, on or after the record date for the receipt of the consideration payable to the holders of Common Stock and shall be entitled to receive, in lieu of the shares of Common Stock otherwise issuableissuable upon exercise of this Warrant, such shares of publicly traded stock, securities and/or other property assets as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion exercise of this Warrant had such Major Transaction not taken place (without giving effect to any limitations on such Conversion exercise contained in this Note or the Securities Purchase AgreementWarrant). The Company shall not effect any Major Transaction unless (i1) subsequent to the public disclosure by the Company of such Major Transaction, the Holder has received been given written notice of such transaction at least thirty by the earlier of (30A) the date that is 30 days prior thereto (which period shall be increased to sixty one (61) 61 days if, at such time, without giving effect to the limitation on conversion exercise contained in Section 4(f) hereof2(f), the Holder would beneficially own more than 4.99.9% of the Common Stock then outstanding) prior to the date on which such transaction is consummated, and (B) the Holder has notified the Company in writing of such circumstance) but in no event later than date that is fifteen (15) days prior to the record date for the determination of the Company’s stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any to such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holdertransaction, and (ii2) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable reasonably satisfactory to the Holder) the obligations of the Company under this Note (includingWarrant, without limitation, with such adjustments to the obligation Exercise Price and the securities covered hereby as may be necessary in order to make payments preserve the economic benefits of Interest accrued but unpaid through this Warrant to the date of such consolidation, merger or sale and accruing thereafter)Holder. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion exercise of this Note Warrant as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversion, in lieu of the shares of Common Stock otherwise issuable, such shares of publicly traded stock, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion had such Major Transaction not taken place (without giving effect to any limitations on such Conversion contained in this Note or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) the Holder has received written notice of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(f4(f)(i) hereof, the Holder would beneficially own more than 4.9% of the Common Stock then outstanding, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of this Note as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversionexercise this Warrant in whole or in part at any time prior to, on or after the record date for the receipt of the consideration payable to the holders of Common Stock and shall be entitled to receive, in lieu of the shares of Common Stock otherwise issuableissuable upon exercise of this Warrant, such shares of publicly traded stock, securities and/or other property assets as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion exercise of this Warrant had such Major Transaction not taken place (without giving effect to any limitations on such Conversion exercise contained in this Note or the Securities Purchase AgreementWarrant). The Company shall not effect any Major Transaction unless (i1) subsequent to the public disclosure by the Company of such Major Transaction, the Holder has received been given written notice of such transaction at least by the earlier of (A) the date that is thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion exercise contained in Section 4(f) hereof4, the Holder would beneficially own more than 4.9% [9.9][4.9]% of the Common Stock then outstanding) prior to the date on which such transaction is consummated, and (B) the Holder has notified the Company in writing of such circumstance) but in no event later than date that is fifteen (15) days prior to the record date for the determination of the Company’s stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any to such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holdertransaction, and (ii2) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note (includingWarrant, without limitation, with such adjustments to the obligation Exercise Price and the securities covered hereby as may be necessary in order to make payments preserve the economic benefits of Interest accrued but unpaid through this Warrant to the date of such consolidation, merger or sale and accruing thereafter)Holder. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion exercise of this Note Warrant as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversion, in lieu of the shares of Common Stock otherwise issuable, such shares of publicly traded stock, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion had such Major Transaction not taken place (without giving effect to any limitations on such Conversion contained in this Note or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) the Holder has received written notice of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(f3(f) hereof, the Holder would beneficially own more than 4.94.99% of the Common Stock then outstanding, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note (including, without limitation, the obligation to make payments of principal and Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of this Note as of the date of such transaction, and shall similarly apply to successive Major Transactions. Notwithstanding the foregoing, if a Major Transaction constitutes a Change of Control, the Holder may, in lieu of exercising its rights under this Section 4(b), exercise its rights under Section 5 of this Note.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversion, in lieu of the shares of Common Stock otherwise issuable, such shares of publicly traded stock, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion had such Major Transaction not taken place (without giving effect to any limitations on such Conversion contained in this Note Debenture or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) the Holder has received written notice of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(fparagraph 3(f) hereof, the Holder would beneficially own more than 4.9% of the Common Stock then outstanding, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note Debenture (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion Conversion of this Note Debenture as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to receive upon Conversionexercise, in lieu of the shares of Common Stock otherwise issuableissuable upon exercise of this Warrant, such shares of publicly traded stock, securities and/or other property as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon Conversion exercise of this Warrant had such Major Transaction not taken place (without giving effect to any limitations on such Conversion exercise contained in this Note Warrant or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) the Holder has received written notice of such transaction at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion exercise contained in Section 4(f) 4 hereof, the Holder would beneficially own more than 4.94.99% of the Common Stock then outstanding, and the Holder has notified the Company in writing of such circumstance) but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto; provided, however, that the Company shall publicly disclose the material terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company under this Note (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter)Warrant. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion exercise of this Note Warrant as of the date of such transaction, and shall similarly apply to successive Major Transactions.

Major Transactions. If, at (i) If the Company shall with the approval of its Board of Directors consolidate or merge with or into any time after other corporation or entity (other than a consolidation or merger in which the Issue Date, Company is the surviving or continuing entity and its capital stock is unchanged in such transaction) or there shall occur any Major Transaction shall occur, then the Holder shall thereafter have the right share exchange pursuant to receive upon Conversion, in lieu which all of the outstanding shares of Common Stock otherwise issuable, such are converted into other shares of publicly traded stock, securities and/or or property, including cash, or there shall occur any other property as would have been issued such reclassification or payable upon such change of the outstanding shares of Common Stock, or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction with respect to or Transaction"), then the holder of this Warrant shall receive, in exchange for this Warrant (without payment of any exercise price hereunder), a number of shares of stock or securities or property (including cash) of the Company, or of the entity resulting from such Major Transaction, to which a holder of the number of shares of Common Stock which delivered upon the exercise of this Warrant (pursuant to the cashless exercise feature hereof) would have been issuable entitled upon Conversion had such Major Transaction not taken place had such holder so exercised this Warrant (without giving effect regard to any limitations on exercise herein or elsewhere contained, other than the Cap Amount) on the trading date immediately preceding the effective date of such Conversion contained in this Note or the Securities Purchase Agreement). The Company shall not effect any Major Transaction unless (i) and had such Common Stock been issued and outstanding and had such Holder been the Holder has received written notice holder of record of such transaction Common Stock at least thirty (30) days prior thereto (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on conversion contained in Section 4(f) hereof, the Holder would beneficially own more than 4.9% time of the Common Stock then outstandingconsummation of such Major Transaction (the "Major Transaction Consideration"), and the Holder has notified Company shall make lawful provision for the Company in writing foregoing as a part of such circumstanceMajor Transaction. (ii) but in no event No sooner than ten (10) business days nor later than fifteen five (155) business days prior to the record date for consummation of a Major Transaction, but not prior to the determination public announcement of stockholders entitled such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to vote with respect thereto; providedeach holder of a Warrant, however, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company shall publicly disclose sends a confirming copy of such notice on the material terms same day by overnight courier) of any such Notice of Major Transaction. Such Notice of Major Transaction on or before shall indicate the date on amount and type of the Major Transaction Consideration which it delivers notice such holder of a Major Transaction to the Holder, and (ii) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonable satisfactory to the Holder) the obligations of the Company Warrant would receive under this Note (including, without limitation, the obligation to make payments of Interest accrued but unpaid through the date of such consolidation, merger or sale and accruing thereafter). The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of this Note as of the date of such transaction, and shall similarly apply to successive Major TransactionsSection.