Common use of Distributions Other Than Cash Clause in Contracts

Distributions Other Than Cash. Whenever the distribution provided for in this Section 2 shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Corporation. In each such case, the holders of the Class A-1 Preferred Stock shall be entitled to a proportionate share of any such distribution in accordance with the provisions hereof. If the assets of the Corporation shall be insufficient to permit the payment in full to holders of the Class A-1 Preferred Stock of the preferential amount set forth in this Section 2, then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Class A-1 Preferred Stock in accordance with the aggregate liquidation preference of the shares of Class A-1 Preferred Stock held by each of them. The sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation, or the merger, consolidation or reorganization of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation or any other transaction or series of related transactions, in each case where the shareholders of the Corporation do not continue to hold the majority of the voting power after such merger, consolidation or reorganization, shall be deemed to be a liquidation for the purposes of this section.