Common use of Assumption by Successor Entity upon Fundamental Transaction Clause in Contracts

Assumption by Successor Entity upon Fundamental Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Note in accordance with the provisions of this Section 2(c)(i) pursuant to written agreements in form and substance reasonably satisfactory to Holder and approved by Holder (without unreasonable delay) prior to such Fundamental Transaction, including an agreement to deliver to Holder a promissory note made by the Successor Entity, which includes terms, provisions and conditions similar to the terms, provisions and conditions of this Note in all material respects, and shall provide for a principal amount and interest rate equal to the principal amount and the interest rate of this Note (the “New Note”), except that the New Note shall not include any conversion right. If Holder elects to cause the Successor Entity to issue the New Note upon the consummation of a Fundamental Transaction, upon the exchange by Holder of this Note for the New Note, this Note shall be of no further force or effect and the rights and obligations of Holder and the Successor Entity shall be as set forth in the New Note.