Upon a Sale of the Company. The Company shall notify the holders of the Notes of the closing of a Sale Transaction (as defined in Section 3.6 below) at least ten (10) days prior to the expected date of closing of such Sale Transaction. Such notice shall include any information generally provided by the Company to the holders of the common stock, $0.0001 par value per share, of the Company (“Common Stock”) in connection with the Sale Transaction, if any, and such other information as reasonably requested by the Purchasers. Upon the closing of such Sale Transaction, each Purchaser shall be entitled to receive in respect of such Purchaser’s Note and in preference to the holders of Common Stock, an amount equal to any unpaid interest on the Note plus three times (3X) the outstanding principal balance of such Note.
Upon a Sale of the Company. The Company shall notify the holders of then outstanding Notes of the closing of a Company Sale (as defined below) at least fifteen (15) days prior to the expected closing of such Company Sale. Upon the closing of such Company Sale, each Purchaser shall (i) have the right, but not obligation, to convert in whole or in part of the Note plus all accrued and unpaid interest thereon to the date of such conversion or (ii) receive an amount equal to Ten Percent (10%) internal rate of return (IRR), as calculated using the XIRR function in Microsoft Excel with the initial amount being the outstanding principal balance followed by any interest payments thereupon. A “Company Sale” shall occur upon the sale, conveyance, or other disposition of majority of the Company’s assets or the Company’s merger with or into, or consolidation with, any other entity (other than a wholly-owned subsidiary of the Company) or any other transaction or series of related transactions as a result of which less than fifty percent (50%) of the voting power of the surviving entity (or, if the surviving entity is a wholly-owned subsidiary of another entity, the ultimate parent of the surviving entity) is held by persons that are stockholders of the Company as of immediately prior to such event; provided, however, that a merger effected exclusively for the purpose of changing the domicile of the Company shall not be deemed to be a Company Sale; and provided, further, that the term “Company Sale” shall not apply to equity financings primarily for capital-raising purposes.
Upon a Sale of the Company. The Company shall notify the holders of then outstanding Notes of the closing of a Company Sale (as defined below) at least fifteen (15) days prior to the expected closing of such Company Sale. Upon the closing of such Company Sale, each Purchaser shall have the right, but not obligation, to convert in whole or in part of the Note plus all accrued and unpaid interest thereon to the date of such conversion. A “Company Sale” shall occur upon the sale, conveyance, or other disposition of majority of the Company’s assets or the Company’s merger with or into, or consolidation with, any other entity (other than a wholly-owned subsidiary of the Company) or any other transaction or series of related transactions as a result of which less than fifty percent (50%) of the voting power of the surviving entity (or, if the surviving entity is a wholly-owned subsidiary of another entity, the ultimate parent of the surviving entity) is held by persons that are stockholders of the Company as of immediately prior to such event; provided, however, that a merger effected exclusively for the purpose of changing the domicile of the Company shall not be deemed to be a Company Sale; and provided, further, that the term “Company Sale” shall not apply to equity financings primarily for capital-raising purposes.
