Common use of Conversion Events Clause in Contracts

Conversion Events. On the date of and simultaneously with the closing (the "Event Date") of the first event which causes a Change in Control, all of the outstanding principal amount of this Note shall be automatically converted into shares of Parent Stock at a price equal to $8.50 per share ("Conversion Price"), and otherwise on and subject to the terms and conditions set forth in this Article V. The outstanding principal amount of this Note shall be deemed converted into shares of Parent Stock on the Event Date but shall not be complete until (i) the Company has given written notice to the Holder, which notice shall be given at least twenty days prior to the Event Date, that the outstanding principal amount of this Note has been converted, which notice shall disclose the Conversion Price, the Event Date and the number of shares of Parent Stock to be received by the Holder (although failure to give notice shall not affect the conversion, nor the completion of same, upon performance by Holder of items (ii), (iii) and (iv) below), (ii) the Holder has delivered written instructions to the Company which states the denominations in which the Holder wishes the certificate or certificates for Parent Stock to be issued, (iii) the Holder has surrendered this Note to the Company, and (iv) the Holder has delivered to the Parent an executed counterpart of a shareholders' agreement (upon a Change of Control other than a Public Offering) and an investor representation letter, in form and content acceptable to Parent.