Common use of Rights Upon Fundamental Transaction Clause in Contracts

Rights Upon Fundamental Transaction. If, at any time while this Note is outstanding, the Company effects a Fundamental Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply with the provisions of this Section 6 and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Rights Upon Fundamental Transaction. (a) If, at any time while this Note is outstanding, (i) the Company effects a Fundamental Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity successor or Successor Entities surviving entity to comply with the provisions of this Section 6 6(a) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Rights Upon Fundamental Transaction. If, at The Company shall not enter into or be party to a Fundamental Transaction unless any time while this Note is outstanding, successor entity in such Fundamental Transaction in which the Company effects a is not the survivor (the “Successor Entity”) assumes in writing (or, if prior to the consummation of such Fundamental Transaction, then, upon any subsequent conversion such applicable agreement requires the assumption of) all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this NoteSection 5 pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts and the interest rates of the Notes then outstanding held by such holder, having similar conversion rights and having similar ranking to the Notes, and satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Holder Successor Entity shall have succeed to, and be substituted for (so that from and after the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence date of such Fundamental Transaction, the provisions of this Note referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note with the same kind and amount effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the Company’s Preferred Stock (or other securities, cash cash, assets or property as it would have been entitled to receive other property) issuable upon the occurrence conversion of such Fundamental Transaction if it had been, immediately the Notes prior to such Fundamental Transaction, the holder such shares of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination capital stock of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Successor Entity (1or its parent entity) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting (but taking into account the relative value of any different components of the Alternate Consideration. If holders shares of Common Stock are given any choice as and Preferred Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the securities, cash or property to be received in a Fundamental Transaction, then number of shares of capital stock and such conversion price for the Holder shall be given purpose of protecting the same choice as to the Alternate Consideration it receives upon any conversion economic value of this Note following immediately prior to the consummation of such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions), any Successor Entity or Successor Entities to the Company or surviving entity as adjusted in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply accordance with the provisions of this Note. The provisions of this Section 6 shall apply similarly and insuring that equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionNote.