Dissolution or Winding Up. The Lessee has not taken any action nor have any steps been taken or legal proceedings commenced or, to the Actual Knowledge of a Responsible Officer of the Lessee, threatened, against the Lessee for its dissolution, winding-up, examination, administration, court protection or reorganization or for the appointment of a receiver, administrator, administrative receiver, examiner, trustee or similar official with respect to the Lessee or any substantial part of its assets or revenues. Prior to and after giving effect to the Overall Transaction, the Lessee is and will be Solvent.
Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to $0.000005 per share of Series A Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 50 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. The merger or consolidation of the Corporation, regardless of whether the Corporation is the surviving entity in such merger or consolidation, shall not be deemed to be the liquidation, dissolution or winding up of the Corporation.
Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of Common Stock or of other stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received, per share, the greater of $100.00 or 100 times (subject to adjustment as hereinafter set forth) the aggregate amount to be distributed per share of Common Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series B Liquidation Preference").
Dissolution or Winding Up. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, our inability to maintain a viable SocialFlow UAT System, the failure of commercial relationships, or intellectual property ownership challenges, we may be forced to cease operations or take actions that result in a liquidation, dissolution or winding up. We face intense competition and are confronted by rapidly changing technology, evolving user needs and the frequent introduction by our competitors of new and enhanced services. We compete for digital advertising spending against a variety of competitors, including Google and Facebook. We also compete for supply of digital advertising inventory against a variety of competitors, including Google and Outbrain. Some of our existing and potential competitors are better established, benefit from greater name recognition, and have significantly more financial, technical, sales and marketing resources than we have. In addition, some competitors, particularly those with a more diversified revenue base, have greater flexibility than we have to compete aggressively on the basis of price and other contract terms. Our business may suffer to the extent that our customers purchase and sell digital advertising inventory through intermediaries other than us. In addition, as a result of services and offerings introduced by us or our competitors in the rapidly evolving and fluid digital advertising and eCommerce markets, our business will experience disruptions and changes in business models, which may result in our loss of customers. New competitors may emerge through acquisitions or through development of disruptive technologies. Strong and evolving competition could lead to a loss of our market share or compel us to reduce our pricing and could make it more difficult to grow our business profitably. While display advertising has been used successfully for many years, marketing online via brand direct focused messaging, is not as well established. The future growth of our business could be constrained by the level of acceptance and expansion of emerging digital advertising channels, as well as the continued use and growth of more established channels, such as desktop websites, and more established formats such as display advertising. In addition, as we push for the expansion and adoption of data science and blockchain technologies in the digital advertising indust...
Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series A Preferred unless prior thereto, the holders of shares of Series A Preferred shall have received the higher of (i) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate per share amount to be distributed to holders of Common Stock; nor shall any distribution be made (B) to the holders of stock ranking (either as to dividends or upon liquidation, dissolution or winding-up) in parity with the Series A Preferred, (except distributions made ratably on the Series A Preferred and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding-up). In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a combination or consolidation or subdivision of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which, under the provision in clause (A) of the preceding sentence, holders of shares of Series A Preferred would otherwise be entitled shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, no distributions shall be made (i) to the holders of shares of junior stock unless the holders of Series A Preferred Stock shall have received, subject to adjustment as hereinafter provided in paragraph (B), the greater of either (a) $100.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (b) an amount per share equal to 100 times the aggregate per share amount to be distributed to holders of shares of Common Stock, or (ii) to the holders of shares of parity stock, unless simultaneously therewith distributions are made ratably on shares of Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Preferred Stock are entitled under clause (i)(a) of this Sentence and to which the holders of shares of such parity stock are entitled, in each case, upon such liquidation, dissolution or winding up.
Dissolution or Winding Up. In the event of any payment or distribution of assets of the Company upon any liquidation, dissolution or winding up (or arrangement or other reorganization that is similar thereto) of the Company, whether or not pursuant to any bankruptcy, insolvency or analogous law of Canada or of any province thereof, subject to Section 4.6:
Dissolution or Winding Up. In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation and after payment or provision for payment of the debts and other liabilities of the Corporation, including the prior claims of the holders of any other series of Preferred Stock, the holders of each Unit of Series A Preferred Stock shall be entitled to share in any assets remaining, ratably with the holders of each share of Common Stock. In the event the Corporation shall at any time after the date of issuance of the Series A Preferred
Dissolution or Winding Up. In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of property or assets of the Corporation among its shareholders, (other than by way of dividend out of moneys of the Corporation properly applicable to the payment of dividends), the holders of the Class D Shares shall be entitled to receive an amount equal to such percentage of the aggregate amount of such property or assets of the Corporation pari passu with the entitlements of holders of Class B Shares, Class C Shares and Common Shares referred to therein as represents the percentage of Common Shares into which the Class D Shares would be converted as provided for in section 3.4 hereof if at the time of such distribution such conversion were effective, provided that an amount at least equal to the Original Capital Invested and a cumulative return thereon of 8% per annum not compounded remains available for distribution to the Initial Common Shareholders, subject to dilution as provided in section 3.4 hereof.
Dissolution or Winding Up. In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of the property or assets of the Corporation among its shareholders (other than by way of dividend out of moneys of the Corporation properly applicable to the payment of dividends), the holders of Class B Shares shall be entitled to receive an amount equal to 25% of such property or assets of the Corporation remaining after deducting the respective entitlements with respect thereto of the holders of the Class C Shares, the Warrants and an amount equal to the Original Capital Invested and a cumulative return on the Original Capital Invested of 8% per annum, not compounded, accruing from November 20, 1998.
