expressly waived. Upon the occurrence of any Event of Default described in Section 3(c) and Section 3(d) hereof, immediately and without notice, all principal and accrued and unpaid interest hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Holder may exercise any other right power or remedy permitted to it by law, either by suit in equity or by action at law, or both.
5. Definitions. As used in this Note, the following capitalized terms shall have the following meanings:
Change of Control means the occurrence of (i) any transaction or series of related transactions that results in a person or group (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors of the Company, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
Common Stock means the common stock of the Company, par value $0.0001 per share.
Event of Default has the meaning given in Section 3 hereof.
Holder or Holder of this Note means the Person specified in the introductory paragraph of this Note or any Person who at the time in question is the registered holder of this Note and Holders means, at the time in question, collectively, the registered holders of the Notes.
Notes means each of the Notes issued pursuant to the Purchase Agreement.
Person means an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.
Preferred Stock means the preferred stock of the Company, par value $0.0001 per share.
Required Holders means the Holders holding a majority of the aggregate outstanding principal due under the Notes.
Securities Act means the Securities Act of 1933, as amended.