Common use of Repayment Upon Acquisition or Financing Clause in Contracts

Repayment Upon Acquisition or Financing. In the event that the Company sells, conveys, licenses or otherwise disposes of a majority of its assets or is acquired by way of a merger, consolidation, reorganization or other transaction or series of transactions pursuant to which stockholders of the Company prior to such acquisition own less than fifty percent (50%) of the voting interests in the surviving or resulting entity (each, an “Acquisition”), then all outstanding Obligations under this Note shall, at the option of Holder, become immediately due and payable upon the closing of the Acquisition, senior in preference to any payment in respect of any other equity or debt security of the Company. In the event that the Company closes a Debt, equity or combined Debt or equity financing resulting in gross proceeds or available credit to the Company of not less than $20,000,000, including the gross proceeds from this Note to the extent that any amounts owing hereunder are converted into Debt or equity in connection with such financing (a “Financing”), then all of the remaining outstanding Obligations under this Note shall, at the option of Holder, become immediately due and payable upon the closing of such financing.