Common use of Prepayment Rights Upon Merger, Consolidation, etc Clause in Contracts

Prepayment Rights Upon Merger, Consolidation, etc. (a) If, prior to the Conversion Date, but subject to the provisions of Section 3.6 above, Seller proposes to consolidate with, or merge into, another corporation or entity, or to effect any sale or conveyance to another corporation or entity of all or substantially all of the assets of Seller, or effect any other corporate reorganization, in which the stockholders of the Seller immediately prior to such consolidation, merger or reorganization own capital stock of the entity surviving such merger, consolidation or reorganization representing less than fifty (50%) percent of the combined voting power of the outstanding securities of such entity immediately after such consolidation, merger or reorganization (collectively, a "Liquidation Event"), then Seller shall provide Buyer with at least ten (10) days' prior written notice of any such proposed action, and Buyer will, at its option, have the right to demand immediate prepayment of all amounts due and owing under the Note. Buyer will give Seller written notice of such demand within five (5) days after receiving notice of the Liquidation Event. All amounts (including all accrued and unpaid interest) due and owing under the Note shall be paid by Seller to Buyer within five (5) days from the date of such written notice via federal funds wire transfer(s) of immediately available funds, in accordance with written instructions to be provided to Seller by Buyer within at least two (2) business days after giving Seller such written notice. The provisions of this Section 3.7(a) shall similarly apply to successive consolidations or mergers. (b) Except as set forth in Sections 3.6, 3.7(a) and 9 hereof, Seller shall not prepay prior to the Maturity Date all or part of this Note without the express written consent of Buyer.

Prepayment Rights Upon Merger, Consolidation, etc. (a) If, prior to the Conversion Date, but subject to the provisions of Section 3.6 above, Seller proposes to consolidate with, or merge into, another corporation or entity, or to effect any sale or conveyance to another corporation or entity of all or substantially all of the assets of Seller, or effect any other corporate reorganization, in which the stockholders of the Seller immediately prior to such consolidation, merger or reorganization own capital stock of the entity surviving such merger, consolidation or reorganization representing less than fifty (50%) percent of the combined voting power of the outstanding securities of such entity immediately after such consolidation, merger or reorganization (collectively, a "Liquidation Event"), then Seller shall provide Buyer with at least ten (10) days' prior written notice of any such proposed action, and Buyer will, at its option, have the right to demand immediate prepayment of all amounts due and owing under the Note. Buyer will give Seller written notice of such demand within five (5) days after receiving notice of the Liquidation Event. All amounts (including all accrued and unpaid interest) due and owing under the Note shall be paid by Seller to Buyer within five (5) days from the date of such written notice via federal funds wire transfer(s) of immediately available funds, in accordance with written instructions to be provided to Seller by Buyer within at least two (2) business days after giving Seller such written notice. The provisions of this Section 3.7(a) shall similarly apply to successive consolidations or mergers. (b) Except as set forth in Sections 3.6, 3.7(a) and 3.7(a)and 9 hereof, Seller shall not prepay prior to the Maturity Date all or part of this Note without the express written consent of Buyer.

Prepayment Rights Upon Merger, Consolidation, etc. (a) If, prior to the Conversion Date, but subject to the provisions of Section 3.6 above, Seller proposes to consolidate with, or merge into, another corporation or entity, or to effect any sale or conveyance to another corporation or entity of all or substantially all of the assets of Seller, or effect any other corporate reorganization, in which the stockholders of the Seller immediately prior to such consolidation, merger or reorganization own capital stock of the entity surviving such merger, consolidation or reorganization representing less than fifty (50%) percent of the combined voting power of the outstanding securities of such entity immediately after such consolidation, merger or reorganization (collectively, a "Liquidation Event"), then Seller shall provide Buyer with at least ten (10) days' prior written notice of any such proposed action, and Buyer will, at its option, have the right to demand immediate prepayment of all amounts due and owing under the Note. Buyer will give Seller written notice of such demand within five (5) days after receiving notice of the Liquidation Event. All amounts (including all accrued and unpaid interest) due and owing under the Note shall be paid by Seller to Buyer within five (5) days from the date of such written notice via federal funds wire transfer(s) of immediately available funds, in accordance with written instructions to be provided to Seller by Buyer within at least two (2) business days after giving Seller such written notice. The provisions of this Section 3.7(a) shall similarly apply to successive consolidations or mergers. (b) Except as set forth in Sections 3.6, 3.7(a3.7 (a) and 9 hereof, Seller shall not prepay prior to the Maturity Date all or part of this Note without the express written consent of Buyer.