Common use of Dissolution or Winding Up Clause in Contracts

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)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock unless, prior thereto, the holders of shares of Series A C Preferred Stock shall have received an amount equal to $0.000005 100 per share of Series A Preferred Stockshare, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (payment, provided that the “holders of shares of Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions C Preferred Stock shall be made entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except distributions made ratably on the Series C Preferred Stock unless, prior thereto, and all 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 after the Record Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation 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 holders of shares of Series C Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number 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 outstanding immediately after 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 event and the Common Adjustment in respect denominator of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders which is the number 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 that were outstanding immediately prior 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 Corporationevent.

Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) 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 100 per share of Series A Preferred Stockshare, 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 Preferencepayment, no additional distributions shall be made to provided that the holders of shares of Series A Preferred Stock unlessshall be entitled to receive an aggregate amount per share, prior theretosubject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, or (2) to the holders of shares of Common Stock shall have received an amount per share stock ranking on a parity (the “Common Adjustment”either as to dividends or upon liquidation, dissolution or winding up) equal to the quotient obtained by dividing (i) with the Series A Liquidation Preference by (ii) 50 (as appropriately adjusted as set forth Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect 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 the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation 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 number in clause (ii), case the “Adjustment Number”). Following the payment aggregate amount to which holders 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 were entitled immediately prior to such event under the proviso in clause (1) of Series A Preferred Stock and holders the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock shall receive their ratable outstanding immediately after such event and proportionate share the denominator of which is the remaining assets to be distributed in the ratio number of the Adjustment Number to 1 with respect shares of Common Stock that were outstanding immediately prior 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 Corporationevent.

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 Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $0.000005 1,000 per share of Series A Participating 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 Junior Participating 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 1,000 (as appropriately adjusted as set forth in subparagraph subpara- graph (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 Junior Participating 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.of

Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (A) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, 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 100 per share of Series A Preferred Stockshare, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preferencepayment, no additional distributions shall be made to provided that the holders of shares of Series A Preferred Stock unlessshall be entitled to receive an aggregate amount per share, prior theretosubject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (B) to 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) stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation Preference by (ii) 50 (as appropriately adjusted as set forth Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect proportion to the Common Stock) (total amounts to which the holders of all such number shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference liquidation preference and the Common Adjustment liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of all the Series A Preferred Stock and the holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Company shall at any time after June 15, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation 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 holders of shares of Series A Preferred Stock and Common Stock, respectively, holders were entitled immediately prior to such event under the proviso in clause (A) of Series A Preferred Stock and holders the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock shall receive their ratable outstanding immediately after such event and proportionate share the denominator of which is the remaining assets to be distributed in the ratio number of the Adjustment Number to 1 with respect shares of Common Stock that were outstanding immediately prior 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 Corporationevent.

Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) 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 100 per share of Series A Preferred Stockshare, 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 Preferencepayment; provided, no additional distributions shall be made to that the holders of shares of Series A Preferred Stock unlessshall be entitled to receive an aggregate amount per share, prior theretosubject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of Common Stock shall have received an amount per share stock ranking on a parity (the “Common Adjustment”either as to dividends or upon liquidation, dissolution or winding up) equal to the quotient obtained by dividing (i) with the Series A Liquidation Preference by (ii) 50 (as appropriately adjusted as set forth Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect 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 the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation 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 number in clause (ii), case the “Adjustment Number”). Following the payment aggregate amount to which holders 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 were entitled immediately prior to such event under the proviso in clause (1) of Series A Preferred Stock and holders the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock shall receive their ratable outstanding immediately after such event and proportionate share the denominator of which is the remaining assets to be distributed in the ratio number of the Adjustment Number to 1 with respect shares of Common Stock that were outstanding immediately prior 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 Corporationevent.