Common use of Corporate Event Clause in Contracts

Corporate Event. A “Corporate Event” shall mean any of the following, whether accomplished through one or a series of related transactions: (a) the acquisition of all or substantially all the assets of the Company; (b) an acquisition of the Company by consolidation, merger, share purchase or exchange, or other reorganization or transaction in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction; and (c) any other transaction or series of related transactions that would result in a greater than twenty-five percent (25%) change in the total outstanding number of shares of Common Stock of the Company assuming conversion of all convertible securities. The Company agrees that it will provide the Investor with detailed written notice of any offer from a third party for a proposed Corporate Event within five (5) business days of the date the Company first becomes aware of such offer of proposed Corporate Event. In addition, the Company agrees that it will provide the Investor, within five (5) business days of the Company’s becoming aware thereof, with detailed written notice of any offer from a third party to acquire ten percent (10%) or more of the Company’s outstanding voting securities.