Common use of Conversion of Company Notes Clause in Contracts

Conversion of Company Notes. (a) Subject to the terms and conditions in this Agreement, effective as of the Closing, all outstanding Indebtedness of the Company under the Company’s outstanding convertible notes (the “Company Notes”) shall be converted into Shares in accordance with their terms. If such Company Notes have not been converted as of the date of the Closing, such Company Note shall be deemed automatically cancelled and forfeited, effective immediately prior to the Closing. As a result of such conversion or forfeiture, each Company Note holder will be the holder of that number of Shares set forth opposite such Company Notes holder’s name on Schedule C hereto which shall be updated prior to the Closing, as of immediately prior to the Closing, and such shares will be exchanged pursuant to the Transactions, as described in Section 1.1(a) above. The Company Notes will be cancelled after such conversion.