Notice of Liquidating Event. At least thirty (30) days prior to any dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, (each a "Liquidation Event"), the Company shall give written notice to Payee of the proposed Liquidation Event. Payee, at its option may convert this Note effective upon the occurrence of the Liquidation Event (or such earlier date as Payee requests), which conversion shall be subject to the Closing of the transaction that constitutes the Liquidation Event. If Payee does not so convert this Note, all principal under this Note, together with accrued and unpaid interest thereon, may be prepaid in full upon the occurrence of the Liquidation Event. In the case of any consolidation or merger of the Company with another entity, or the sale of all or a substantially part of its assets to another entity, or any reorganization or reclassification of the common stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Payee shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of common stock immediately theretofore purchasable hereunder on conversion of this Note, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of common stock equal to the number of shares of common stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Payee to the end that the provisions hereof shall thereafter be applicable as nearly as may be, in relation to
Notice of Liquidating Event. A notice of Liquidating Event shall identify all pertinent details of the Liquidating Event.
Notice of Liquidating Event. The Corporation shall give each holder of record of Series E Convertible Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of final approval of such transaction. Subject to confidentiality limitations, the first of such notices shall describe the material terms and conditions of the impending transaction, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shorted upon the Corporation’s receipt of written consent of the holders of at least a majority of the then outstanding shares of Series E Convertible Preferred Stock entitled to such notice and rights.
