Common use of Conditional Conversion Election Clause in Contracts

Conditional Conversion Election. For purposes of this Debenture, a “Fundamental Change” shall be deemed to have occurred if there shall be: (A) any consolidation to which the Company shall be a party, (B) any merger in which the Company shall not survive, (C) any merger in which the Common Stock outstanding immediately prior to such merger shall be exchanged for or converted into any cash, securities or other property, (D) any complete liquidation of the Company or (E) any partial liquidation of the Company for which the approval of the holders of Common Stock is required or which is involuntary. In connection with any Fundamental Change, other than a merger of the Company for the purpose of reincorporation in another jurisdiction without a material change in stock ownership, the Debentureholder shall have the right at any time before the consummation of the Fundamental Change to make a conditional election to convert all or such portion of this Debenture as the Debentureholder shall desire into Preferred Stock if the Fundamental Change is consummated and to participate therein as if the Debentureholder had held such Preferred Stock on the date as of which the holders of Preferred Stock entitled to participate therein shall be selected, but not to convert this Debenture if the Fundamental Change is not consummated. This Debenture converted pursuant to any conditional election made pursuant to rights granted in this Section 2(b)(i) shall be deemed to have been converted on the record date (or if there be no record date, the point in time) used to determine the holders of Common Stock entitled to participate in the Fundamental Change or other event giving rise to such conditional election.