(d) the first date on which bbb or any assignee to which such participation rights have been assigned pursuant to section 2.1 hereof (i) own common stock representing less than 10% of the number of shares of the company's common stock that would be outstanding if all then outstanding shares of the company's convertible preferred stock were then converted into shares of common stock or (ii) hold less than 50% of the number of such common stock equivalent shares as are issuable to bbb pursuant to the principal agreement or any warrants issuable thereunder; or
(e) upon the closing of (i) any consolidation or merger of the company with or into any other corporation or corporations in which the holders of the company's outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corporation that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transfer or assignment of securities of the company representing a majority of the voting power of all the company's outstanding voting securities by the holders thereof to an acquiring party in a single transaction or series of related transactions; or (iii) the sale of all or substantially all the company's assets.
2. assignment of participation rights. the participation rights of bbb under section 1 hereof may be assigned only to a bbb assignee; provided, however, that no such assignment of any of such participation rights shall be effective against the company or ccc(sb) until such time as the company and ccc(sb) are given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the company as to which the rights in question are being assigned; and provided further, that any such assignee shall receive such assigned participation rights subject to all the terms and conditions of this agreement, including without limitation the provisions of this section 2.
3. legended certificates.
3.1 legend. each certificates representing shares of the common stock now or hereafter owned by ccc(sb) shall be endorsed with the following legend: 'the sale or transfer of the securities represented by this certificate is subject to the terms and conditions of a certain co-sale agreement by and among the shareholder, the corporation and bbb, inc. copies of such agreement may be obtained upon written request to the secretary of the corporation.'