Reference Property Sample Clauses

Reference Property. In the case of any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision, combination or reclassification described in Section 7.6.1(a)), a consolidation, merger or combination involving Issuer, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer (or Issuer and its Subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert each Note or portion thereof will be changed into a right to convert such Note or portion thereof into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a Noteholder would have received in respect of the Common Stock issuable upon conversion of such Note or portion thereof immediately prior to such Reference Property Transaction, and references herein to Common Stock shall thereafter also mean such Reference Property. In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer shall make adequate provision whereby the Noteholders shall have a reasonable opportunity to determine the form of consideration into which all of the Notes, treated as a single class, shall be convertible from and after the effective date of the Reference Property Transaction. Any such determination by the Noteholders shall be subject to any limitations to which all holders of Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common Stock. The provisions of this Section 7.6.5 and any equivalent thereof in any Reference Property similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.