Rights Upon Fundamental Transaction Clause Samples

Rights Upon Fundamental Transaction. If, at any time while this Note is outstanding, the Company effects a Fundamental Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply with the provisions of this Section 6 and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Rights Upon Fundamental Transaction. Notwithstanding the provisions of Section 5(a), if at any time while this Note is outstanding, (i) the Company effects any statutory reorganization, merger or consolidation of the Company or any subsidiary of the Company with or into another Person where the Company either is or is not the surviving party other than a change of domicile merger, (ii) the Company or any subsidiary of the Company effects any sale of more than one-half of the assets of the Company in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (collectively, a “Fundamental Transaction”), the Holder shall have the right, at its election, to (1) require the redemption of all amounts owed under this Note, including Principal, accrued and unpaid Interest, and any other charges, (2) convert the aggregate amount of this Note then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Fundamental Transaction, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate amount of this Note could have been converted immediately prior to such Fundamental Transaction would have been entitled, or (3) in the case of a statutory reorganization, merger or consolidation, require the surviving entity to issue to the Holder a convertible Note with a principal amount equal to the aggregate principal amount of this Note then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Note shall have terms identical (including with respect to conversion) to the terms of this Note, and shall be entitled to all of the rights and privileges of the Holder of this Note set forth herein and the agreements pursuant to which this Note was issued. In the case of clause (3), the conversion price applicable for the newly issued convertible note shall be based upon the amount of securities, cash and ...

Rights Upon Fundamental Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Holder gives its prior consent to such Fundamental Transaction, and (ii) the Successor Entity assumes in writing all of the obligations of the Company under this Note and the other Security Documents in accordance with the provisions of this Section 4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Fundamental Transaction, but in no event prior to the public announcement of such Fundamental Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Fundamental Transaction Notice”). Notwithstanding the foregoing, if a Disposition or Liquidity Event constitutes a Fundamental Transaction and such a Disposition or Liquidity Event (as the case may be) will result in payment in full of all amounts then-outstanding under this Note pursuant to Section 6, then the Company shall not be required to comply with Section 3(a)(xi) and this Section 4 in connection with such a Fundamental Transaction so long as all amounts then-outstanding under this Note are paid in full to the Holder pursuant to Section 6 simultaneously with the consummation of such Disposition or Liquidity Event (as the case may be).

Rights Upon Fundamental Transaction. If, at any time while any portion of the Advances are outstanding under the Term Loan, a Change of Control as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, cash, assets or property (including cash or any combination thereof) occurs or is consummated (any such Change of Control, a “Fundamental Transaction”), then, to the extent then permitted under Applicable Laws, upon any subsequent Term Loan Conversion, the applicable Class B Lender shall have the right to receive, for each share of Conversion Stock that would have been issuable upon such Term Loan Conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash, assets or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of shares of Conversion Stock into which such portion of the Conversion Amount is convertible immediately prior to such Fundamental Transaction (the “Alternate Consideration”); provided that prior to or simultaneously with the consummation of such Fundamental Transaction, any successor to the Parent Entity or the surviving entity shall assume the obligation to deliver to the Class B Lenders, such Alternate Consideration as, in accordance with the foregoing provisions, the Class B Lenders may be entitled to receive, and the other obligations under Advances under the Term Loan.

Rights Upon Fundamental Transaction