Common use of Upon a Change of Control or Liquidation Clause in Contracts

Upon a Change of Control or Liquidation. In the event of (a) any liquidation, dissolution or winding up of the affairs of the Company, (b) any consolidation, merger or other business combination of the Company (other than a consolidation, merger, or combination in which the stockholders of the Corporation immediately prior to the transaction possess more than fifty percent (50%) of the voting securities of the surviving or resulting entity immediately after the transaction), (c) any sale or disposition of a majority of the Company’s equity interests (calculated on an as-converted basis) to any person or entity who is not an equityholder of the Company as of the date hereof, (d) any sale, license or disposition of all or substantially all of the assets of the Company or (e) any other event in which the Series B and Series C Liquidation Preference (as defined in the Charter) would be payable to the holders of Series B Preferred Stock of the Company and Series C Preferred Stock of the Company (each a “Repayment Event”), the Holder shall automatically be entitled to receive, in full satisfaction of the Company’s repayment obligations under this Note, the greater of (i) the sum of (y) one and three-quarter times (1.75X) the Principal Amount plus (z) any then accrued but unpaid Interest and (ii) the amount that the Holder would be entitled to receive if the Outstanding Amount converted into an amount of Common Stock equal to the 2009 Notes Conversion Shares multiplied by the Note Percentage.”