(D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company;
(E) at any time after March 31, 2021 the shares of Common Stock are not listed on an Eligible Market;
(F) the shares of Common Stock cease to be registered under Section 12 of the Exchange Act; or
(G) an Event of Liquidation under the Companys certificate of incorporation, as in effect on June 2, 2014.
provided, however, that a Major Transaction or Change of Control shall not be deemed to have occurred solely as a result of the transfer of ownership of any shares of capital stock of the Company without the consent or agreement of the Company; provided that such proviso shall not apply to an event specified in subsection (G) of the definition of Major Transaction.
(xx) Intentionally Deleted.
(xxi) Note means this Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, and as may be amended, restated or supplemented from time to time).
(xxii) Notes means this Note, the other December 2019 Notes and the Senior Secured Convertible Notes issued pursuant to Section 2.2(a) of the Facility Agreement (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement thereof, and as may be amended, restated or supplemented from time to time).
(xxiii) Parent Entity of a Person means an entity that, directly or indirectly, controls the applicable Person, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest enterprise value as of the date of consummation of a Major Transaction.
(xxiv) Intentionally Deleted.
(xxv) Person means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
(xxvi) Principal means the outstanding principal amount of this Note as of any date of determination.
(xxvii) Publicly Traded Successor Entity means a Successor Entity that is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market.
(xxviii) Intentionally Deleted.