Common use of Sale Events Clause in Contracts

Sale Events. (a) If any Sale Event shall occur at any time that this Note shall remain outstanding (including, without limitation, to the extent that a portion of this Note remains outstanding following any conversion contemplated by Section 4 hereof), (x) the Company shall, no later than ten (10) business days prior to the closing of such Sale Event but no earlier than ninety days prior to the reasonably anticipated closing date of such Sale Event (as contemplated by any bona fide term sheet, letter of intent or similar indication of interest delivered to the Company by the proposed acquirer in respect of such Sale Event), deliver written notice (a “Sale Event Notice”) to the Holder of the occurrence of such Sale Event, which Sale Event Notice shall describe in reasonable detail the terms of such Sale Event (including, without limitation, (A) the cash amount payable in respect of each share of Common Stock in such Sale Event, (B) a description of any non-cash consideration payable in respect of each share of Common Stock in such Sale Event, (C) any other material terms and conditions of such Sale Event and (D) the anticipated date of the Sale Event, and (y) this Note shall, on the closing date of such Sale Event, automatically be repaid as provided in Section 4.4(a)(i) below or be converted as provided in Section 4.4(a)(ii) below. The Holder shall, by delivery of written notice thereof to the Company within five (5) business days after delivery of the Sale Event Notice referred to in clause (x) above, elect to either: (i) require the Company to pay to the Holder in cash, upon the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount (the “Repayment Amount”) equal to the product of (i) either (x) 133.33%, in the event such Sale Event shall occur on or prior to June 30, 2013, or (y) 142.86%, in the event such Sale Event shall occur after June 30, 2013, times (ii) the outstanding principal amount of this Note together with all accrued and unpaid interest thereon; or (ii) convert the aggregate outstanding principal balance of this Note and all accrued and unpaid interest thereon, into that number of shares of Common Stock determined by dividing (A) the Conversion Amount as of the Sale Event, by (B) the Sale Event Conversion Price. In the event that, in connection with any Sale Event, the Holder shall elect to be paid the Repayment Amount in cash in accordance with clause (i) above, the Company shall be required to pay to the Holder, on the date of the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount in cash equal to the Repayment Amount, and the Holder shall execute and deliver a customary payoff letter and release. In the event that, in connection with any Sale Event, the Holder shall elect to convert this Note in accordance with clause (ii) above, such conversion shall occur immediately prior to the closing of the Sale Event (the “Sale Event Conversion Date”) and the Holder shall be entitled to receive in connection with such Sale Event, in respect of the shares of Common Stock received by the Holder in such conversion, the same proceeds per share payable to each holder of Common Stock in such Sale Event. In the event that, in connection with any Sale Event, the Holder shall not timely make the election in accordance with this Section 4.4(a), the Holder shall be deemed to have elected to require the Company to pay to the Holder the Repayment Amount in cash under clause (i) above. (b) In the event that (i) upon receipt of a Sale Event Notice the Holder shall timely elect to require the Company to repay to the Holder the Repayment Amount in accordance with clause (a)(i) above and, following the delivery of such Sale Event Notice, the terms of the Sale Event are revised in a manner materially favorable to the holders of Common Stock from those set forth in such Sale Event Notice, or (ii) upon receipt of a Sale Event Notice the Holder shall timely elect to convert the Note into shares of Common Stock in accordance with clause (a)(ii) above and, following the delivery of such Sale Event Notice, the terms of the Sale Event are revised in a manner materially adverse to the holders of Common Stock from those set forth in such Sale Event Notice, the Company shall deliver to the Holder a new Sale Event Notice and grant the Holder the option to elect to apply either clause (a)(i) or clause (a)(ii) above in respect of such Sale Event in accordance with the foregoing time periods and provisions.

Sale Events. (a) If Subject to the provisions of Section 4.4(b) below, if any Sale Event shall occur at any time that this Note shall remain outstanding (including, without limitation, to the extent that a portion of this Note remains outstanding following any conversion contemplated by Section 4 hereof)outstanding, (x) the Company shall, no later than ten (10) business days prior to the closing of such Sale Event but no earlier than ninety days prior to the reasonably anticipated closing date of such Sale Event (as contemplated by any bona fide term sheet, letter of intent or similar indication of interest delivered to the Company by the proposed acquirer in respect of such Sale Event), deliver written notice (a “Sale Event Notice”) to the Holder of the occurrence of such Sale Event, which Sale Event Notice shall describe in reasonable detail the terms of such Sale Event (including, without limitation, (A) the cash amount payable in respect of each share of Common Stock in such Sale Event, (B) a description of any non-cash consideration payable in respect of each share of Common Stock in such Sale Event, (C) any other material terms and conditions of such Sale Event and (D) the anticipated date of the Sale Event, and (y) this Note shall, on the closing date of such Sale Event, automatically be repaid as provided in Section 4.4(a)(i) below or be converted as provided in Section 4.4(a)(ii) below. The Holder shall, by delivery of written notice thereof to the Company within five (5) business days after delivery of the Sale Event Notice referred to in clause (x) above, elect to either: (i) require the Company to pay to the Holder in cash, upon the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount (the “Repayment Amount”) equal to the product of (i) either (x) 133.33%, in the event such Sale Event shall occur on or prior to June 30, 2013, or (y) 142.86%, in the event such Sale Event shall occur after June 30, 2013, times (ii) the outstanding principal amount of this Note together with all accrued and unpaid interest thereon; or (ii) convert the aggregate outstanding principal balance of this Note and all accrued and unpaid interest thereon, into that number of shares of Common Stock determined by dividing (A) the Conversion Amount as of the Sale Event, by (B) the Sale Event Conversion Price. In the event that, in connection with any Sale Event, the Holder shall elect to be paid the Repayment Amount in cash in accordance with clause (i) above, the Company shall be required to pay to the Holder, on the date of the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount in cash equal to the Repayment Amount, and the Holder shall execute and deliver a customary payoff letter and release. In the event that, in connection with any Sale Event, the Holder shall elect to convert this Note in accordance with clause (ii) above, such conversion shall occur immediately prior to the closing of the Sale Event (the “Sale Event Conversion Date”) and the Holder shall be entitled to receive in connection with such Sale Event, in respect of the shares of Common Stock received by the Holder in such conversion, the same proceeds per share payable to each holder of Common Stock in such Sale Event. In the event that, in connection with any Sale Event, the Holder shall not timely make the election in accordance with this Section 4.4(a), the Holder shall be deemed to have elected to require the Company to pay to the Holder the Repayment Amount in cash under clause (i) above. (b) In the event that (i) upon receipt that, during the period from the date of this Note up to and including January 31, 2014, there does not occur a Qualified Financing, a Non-Qualified Financing optional conversion according to Section 4.3 or a Sale Event, and this Note is still outstanding, then the provisions of this Section 4.4(b) shall apply. In connection with any Sale Event Notice to which this Section 4.4(b) applies, if the Holder shall timely elect to require the Company to repay to the Holder the Repayment Amount convert this Note in accordance with clause (a)(iii) above and, following the delivery of such Sale Event Noticeabove, the terms of the Sale Event are revised in a manner materially favorable to the holders of Common Stock from those set forth in such Sale Event Notice, or following clause (ii) upon receipt of a Sale Event Notice the Holder terms shall timely elect to apply rather than that in Section 4.4(a)(ii) above: (ii) convert the aggregate outstanding principal balance of this Note and all accrued and unpaid interest thereon, into that number of shares of Common Stock determined by dividing (A) the Conversion Amount as of the Sale Event, by (B) the greater of (x) the price per share into which the debt under that certain Convertible Note Purchase Agreement, dated as of March 15, 2012, as amended, among the Company and each of the investors party thereto, converts on maturity or (y) the price per share paid in accordance with clause (a)(ii) above andthe Company’s most recent Non-Qualified Financing, following the delivery of primarily for equity financing purposes, occurring prior to such Sale Event Noticewhich results in immediately available gross proceeds to the Company, the terms excluding proceeds from this Note and any other indebtedness of the Sale Event Company that converts into equity in such financing, of at least $2 million with at least 50% of the amount invested in such Equity Financing made by Persons who are revised in not a manner materially adverse to the holders holder of Common Stock from those set forth in such Sale Event Noticeor Common Stock Equivalents of the Company, an Affiliate of the Company shall deliver to the Holder a new Sale Event Notice and grant the Holder the option to elect to apply either clause (a)(i) Company, any strategic investor or clause (a)(ii) above in respect an Affiliate of any of such Sale Event in accordance with the foregoing time periods and provisionsPersons.

Sale Events. (a) If any Sale Event shall occur at any time that this Note shall remain outstanding (including, without limitation, to the extent that a portion of this Note remains outstanding following any conversion contemplated by Section 4 hereof)outstanding, (x) the Company shall, no later than ten (10) business days prior to the closing of such Sale Event but no earlier than ninety days prior to the reasonably anticipated closing date of such Sale Event (as contemplated by any bona fide term sheet, letter of intent or similar indication of interest delivered to the Company by the proposed acquirer in respect of such Sale Event), deliver written notice (a “Sale Event Notice”) to the Holder of the occurrence of such Sale Event, which Sale Event Notice shall describe in reasonable detail the terms of such Sale Event (including, without limitation, (A) the cash amount payable in respect of each share of Common Stock in such Sale Event, (B) a description of any non-cash consideration payable in respect of each share of Common Stock in such Sale Event, (C) any other material terms and conditions of such Sale Event and (D) the anticipated date of the Sale Event, and (y) this Note shall, on the closing date of such Sale Event, automatically be repaid as provided in Section 4.4(a)(i) below or be converted as provided in Section 4.4(a)(ii) below. The Holder shall, by delivery of written notice thereof to the Company within five (5) business days after delivery of the Sale Event Notice referred to in clause (x) above, elect to either: (i) require the Company to pay to the Holder in cash, upon the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount (the “Repayment Amount”) equal to the product of (i) either (x) 133.33%, in the event such Sale Event shall occur on or prior to June 30, 2013, or (y) 142.86%, in the event such Sale Event shall occur after June 30, 2013, times (ii) the outstanding principal amount of this Note together with all accrued and unpaid interest thereon; or (ii) convert the aggregate outstanding principal balance of this Note and all accrued and unpaid interest thereon, into that number of shares of Common Stock determined by dividing (A) the Conversion Amount as of the Sale Event, by (B) the Sale Event Conversion Price. In the event that, in connection with any Sale Event, the Holder shall elect to be paid the Repayment Amount in cash in accordance with clause (i) above, the Company shall be required to pay to the Holder, on the date of the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount in cash equal to the Repayment Amount, and the Holder shall execute and deliver a customary payoff letter and release. In the event that, in connection with any Sale Event, the Holder shall elect to convert this Note in accordance with clause (ii) above, such conversion shall occur immediately prior to the closing of the Sale Event (the “Sale Event Conversion Date”) and the Holder shall be entitled to receive in connection with such Sale Event, in respect of the shares of Common Stock received by the Holder in such conversion, the same proceeds per share payable to each holder of Common Stock in such Sale Event. In the event that, in connection with any Sale Event, the Holder shall not timely make the election in accordance with this Section 4.4(a), the Holder shall be deemed to have elected to require the Company to pay to the Holder the Repayment Amount in cash under clause (i) above. (b) In the event that (i) upon receipt of a Sale Event Notice the Holder shall timely elect to require the Company to repay to the Holder the Repayment Amount in accordance with clause (a)(i) above and, following the delivery of such Sale Event Notice, the terms of the Sale Event are revised in a manner materially favorable to the holders of Common Stock from those set forth in such Sale Event Notice, or (ii) upon receipt of a Sale Event Notice the Holder shall timely elect to convert the Note into shares of Common Stock in accordance with clause (a)(ii) above and, following the delivery of such Sale Event Notice, the terms of the Sale Event are revised in a manner materially adverse to the holders of Common Stock from those set forth in such Sale Event Notice, the Company shall deliver to the Holder a new Sale Event Notice and grant the Holder the option to elect to apply either clause (a)(i) or clause (a)(ii) above in respect of such Sale Event in accordance with the foregoing time periods and provisions.