Common use of Distributions Upon Liquidation, Dissolution or Winding Up Clause in Contracts

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation (together with all other transactions deemed under this Section 3 to be a Liquidation Event, collectively “Liquidation Events”), the holders of the New Class A Preferred Stock and New Class B Preferred Stock, which shall be on a parity as to any such entitlements, shall be entitled: (i) first, to be paid the applicable Subscription Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class A Preferred Stock being entitled to be paid the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount equal to the product of: (x) the balance of the proceeds of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basis. If and after payment shall have been made in full to the holders of the Preferred Stock of all amounts to which such holders shall be entitled, the remaining assets and funds of the Corporation shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Preferred Stock shall be insufficient to permit the payment in full to such holder of the preferential amounts to which they are entitled, then the entire net assets of the Corporation shall be distributed among the holders of the Preferred Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or other winding up of the affairs of the Corporation (together with all Corporation, subject to the prior preferences and other transactions deemed under this Section 3 rights of any Senior Stock, but before any distributions or payments are made to be a Liquidation Event, collectively “Liquidation Events”)the holders of Junior Stock, the holders of the New Class Series A Preferred Stock and New Class B Preferred Stock, which shall will be on a parity as to any such entitlements, shall be entitled: (i) first, entitled to be paid the applicable Subscription Price Liquidation Value of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class Series A Preferred Stock being entitled to be paid the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount equal to the product of: (x) the balance of the proceeds of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating as of the Preferred Stock on an “as-converted” basisdate of such liquidation or dissolution or such other winding up (the "Liquidation Date"), and no more, in cash or in property at its fair value as determined by the Board, or both, at the election of the Board. If and after such payment shall have been is made in full to the holders of the Series A Preferred Stock, and if payment is made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders shall will be entitled, the remaining assets and funds of the Corporation shall will be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution dissolution, or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock shall be and any Parity Stock are insufficient to permit the payment in full to such holder holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation shall remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled will be distributed among the holders of the Series A Preferred Stock and any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Corporation into or with another entity or entities nor the sale of all or substantially all of the assets of the Corporation to any person or persons will be deemed a liquidation, dissolution, or winding up of the affairs of the Corporation within the meaning of this Section 3, unless such consolidation, merger, or sale of assets is in connection with the complete liquidation, dissolution, or winding up of the affairs of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution subject to the prior preferences and other rights of any shares of Senior Stock, but before any distribution or other winding up payment shall be made to the holders of the affairs of the Corporation (together with all other transactions deemed under this Section 3 to be a Liquidation Event, collectively “Liquidation Events”)Junior Stock, the holders of the New Class shares of Series A Preferred Stock and New Class B Preferred Stock, which shall be on a parity as to any such entitlements, shall be entitled: (i) first, entitled to be paid the applicable Subscription Price Stated Value of all outstanding shares of Preferred Series A Stock (as appropriately adjusted for any stock dividend, stock subdivision of the date of such liquidation or split-dissolution or such other winding up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class A Preferred Stock being entitled to be paid the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount equal to in cash or in property taken at its fair value as determined by the product of: (x) Board of Directors, or both, at the balance election of the proceeds Board of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basisDirectors. If and after such payment shall have been made in full to the holders of the Preferred Series A Stock, and if payment shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders shall be entitledhave a preference, then the remaining assets and funds of the Corporation shall be distributed pro rata, on a share-for-share basis, among the holders of shares of Series A Stock, Parity Stock and Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Preferred Series A Stock and of any shares of Parity Stock shall be insufficient to permit the payment in full to such holder holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation remaining after the distributions to holders of any shares of Senior Stock of the full amounts to which they may be entitled shall be distributed among the holders of the Preferred shares of Series A Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation nor merger of the Corporation into or with another corporation or corporations, nor the sale of all or substantially all of the assets of the Corporation to another corporation shall be deemed a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this paragraph 3.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or other winding-up of the Company, the Holders of the Preferred Shares shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any of the capital stock of the Company of any class junior in rank to the Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution and winding up of the affairs Company, an amount per Preferred 42 Share equal to Seven Dollars ($7.00) and any accrued but unpaid Dividends (such sum being referred to as the "Liquidation Preference"); provided, however, that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders of Preferred Shares and holders of shares of other classes or series of preferred stock of the Corporation Company that are of equal rank with the Preferred Shares as to payments of Liquidation Funds (together with all other transactions deemed under this Section 3 to be a Liquidation Event, collectively “Liquidation Events”the "Pari Passu Shares"), the holders then each Holder of Preferred Shares and Pari Passu Shares shall receive a percentage of the New Class A Preferred Stock and New Class B Preferred Stock, which shall be on a parity as to any such entitlements, shall be entitled: (i) first, to be paid the applicable Subscription Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class A Preferred Stock being entitled to be paid the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount Liquidation Funds equal to the product of: (x) the balance full amount of Liquidation Funds payable to such Holder as a liquidation preference, in accordance with their respective Certificate of Designations, Preferences and Rights, as a percentage of the proceeds full amount of Liquidation Funds payable to all Holders of Preferred Shares and holders of Pari Passu Shares. In addition to the receipt of the Liquidation Event; and (y) Preference, in the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basis. If and after payment shall have been made in full to the holders event of the Preferred Stock of all amounts to which such holders shall be entitled, the remaining assets and funds of the Corporation shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the CorporationCompany, the net assets of the Corporation distributable among the holders of all outstanding shares Holders of the Preferred Stock Shares shall be insufficient entitled to permit receive Liquidation Funds distributed to holders of Common Stock, after the payment in full Liquidation Preference has been paid, to the same extent as if such holder Holders of Preferred Shares had converted the Preferred Shares into Common Stock (without regard to any limitations on conversions herein or elsewhere) and had held such shares of Common Stock on the record date for such distribution of the preferential amounts to which they are entitledremaining Liquidation Funds. The purchase or redemption by the Company of stock of any class, then in any manner permitted by law, shall not, for the entire net assets purposes hereof, be regarded as a liquidation, dissolution or winding up of the Corporation Company. Neither the consolidation or merger of the Company with or into any other Person, nor the sale or transfer by the Company of substantially all of its assets, shall, for the purposes hereof, be deemed to be a liquidation, dissolution or winding up of the Company. No Holder of Preferred Shares shall be distributed among the holders entitled to receive any amounts with respect thereto upon any liquidation, dissolution or winding up of the Company other than the amounts provided for herein; provided that a Holder of Preferred Stock ratably in proportion Shares shall be entitled to the full all amounts previously accrued with respect to which they would otherwise be respectively entitledamounts owed hereunder.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary Liquidation, but before any distribution or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation (together with all other transactions deemed under this Section 3 to be a Liquidation Event, collectively “Liquidation Events”), the holders of the New Class A Preferred Stock and New Class B Preferred Stock, which payment shall be on a parity as made to any such entitlements, shall be entitled: (i) first, to be paid the applicable Subscription Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class A Preferred Stock being entitled to be paid the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount equal to the product of: (x) the balance of the proceeds of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basis. If and after payment shall have been made in full to the holders of the Preferred Stock of all amounts to which such holders shall be entitled, the remaining assets and funds of the Corporation shall be distributed among the holders of Junior Stock, according the holders of the Series A Preferred Stock shall be entitled to their respective be paid, in cash, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the aggregate Liquidation Preference of all outstanding shares and prioritiesof Series A Preferred Stock plus accrued but unpaid dividends with respect to such shares of Series A Preferred Stock to be redeemed as of the date of such Liquidation. If, upon any such liquidation, dissolution or other winding up of the affairs of the CorporationLiquidation, the net assets of the Corporation distributable among to the holders of all outstanding shares of the Series A Preferred Stock shall be insufficient to permit the payment in full to such holder holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation shall be distributed among to the holders of the Series A Preferred Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Notwithstanding any provision to the contrary, a Redemption Triggering Event, shall not be deemed to be a Liquidation of the Corporation for purposes of this paragraph 3(c), it being understood that any redemption payments or distributions on or in respect of the Corporation’s Capital Stock or other Equity Interests that are made in connection with a Redemption Triggering Event pursuant to paragraph 3(d) of this ARTICLE FOURTH shall be distributed in accordance with the same priority as applied in a Liquidation. Written notice of any Liquidation, stating a payment date and the place where the distributive amounts shall be payable, shall be given in accordance with paragraph 3(f)(2) of this ARTICLE FOURTH, not less than thirty (30) days prior to the payment date stated therein, to the holders of record of the Series A Preferred Stock at their respective addresses as the same shall appear on the books of the Corporation.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation (together with all corporation, subject to the prior preferences and other transactions deemed under this Section 3 rights of any Senior Stock, but before any distribution or payment shall be made to be a Liquidation Event, collectively “Liquidation Events”)the holders of Junior Stock, the holders of the New Class Series A Preferred Stock and New Class B Preferred Stock, which shall be on a parity as to any such entitlements, shall be entitled: (i) first, entitled to be paid the applicable Subscription Purchase Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class Series A Preferred Stock being entitled to be paid as of the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; date of such liquidation or dissolution or such other winding up, plus (ii) secondany declared but unpaid dividends, any accrued and unpaid dividends thereon if any, to such date; plus (iii) third, to be paid an amount equal to and no more, in cash or in property taken at its fair value as determined by the product of: (x) Board of Directors, or both, at the balance election of the proceeds Board of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basisDirectors. If and after such payment shall have been made in full to the holders of the Series A Preferred Stock, and if payment shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders shall be entitled, the remaining assets and funds of the Corporation corporation shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporationcorporation, the net assets of the Corporation corporation distributable among the holders of all outstanding shares of the Series A Preferred Stock and of any Parity Stock shall be insufficient to permit the payment in full to such holder holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation corporation remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled shall be distributed among the holders of the Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. The consolidation or merger of the corporation into or with another corporation, corporations, entity or other entities (other than a corporation or other entity in which the stockholders of the corporation own (or will own) fifty percent (50%) or more of the voting power on completion of the transaction), and the sale of all or substantially all of the assets of the corporation (other than to a corporation or other entity in which the stockholders of the corporation own (or will own) fifty percent (50%) or more of the voting power on completion of the transaction) shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this paragraph 3.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation (together with all other transactions deemed under this Section 3 to be a Liquidation Event, collectively “Liquidation Events”), the holders of the New Class Preferred Stock (the Series A Preferred Stock and New Class Stock, Series B Preferred Stock, which shall be Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock being on a parity as to any such entitlements, ) shall be entitled: (i) first, to be paid the applicable Subscription Price of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class Series A Preferred Stock being entitled to be paid the applicable New Series A Series Subscription Price and Price, with the New Class Series B Preferred Stock being entitled to be paid the applicable New Series B Series Subscription Price, with the Series C Preferred Stock being entitled to be paid the Series C Subscription Price, with the Series D Preferred Stock being entitled to be paid the Applicable Series D Subscription Price, with the Series E Preferred Stock being entitled to be paid the Series E Subscription Price, with the Series F Preferred Stock being entitled to be paid the Series F Subscription Price and with the Series G Preferred Stock being entitled to be paid the Applicable Series G Subscription Price as of the date of such Liquidation Event; plus (ii) second, any accrued and unpaid dividends thereon to such date; plus (iii) third, to be paid an amount equal to the product of: (x) the balance of the proceeds of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basis. If and after payment shall have been made in full to the holders of the Preferred Stock of all amounts to which such holders shall be entitled, the remaining assets and funds of the Corporation shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of all outstanding shares of the Preferred Stock shall be insufficient to permit the payment in full to such holder of the preferential amounts to which they are entitled, then the entire net assets of the Corporation shall be distributed among the holders of the Preferred Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Distributions Upon Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation (together with all Company, subject to the prior preferences and other transactions deemed under this Section 3 rights of any Senior Stock, but before any distribution or payment shall be made to be a Liquidation Event, collectively “Liquidation Events”)the holders of Junior Stock, the holders of the New Class Series A Preferred Stock and New Class B Preferred Stock, which shall be on a parity as to any such entitlements, shall be entitled: (i) first, entitled to be paid the applicable Subscription Price Liquidation Preference of all outstanding shares of Preferred Stock (as appropriately adjusted for any stock dividend, stock subdivision or split-up, combination or similar event affecting the Preferred Stock or the Common Stock), with the New Class Series A Preferred Stock being entitled to be paid as of the applicable New A Series Subscription Price and with the New Class B Preferred Stock being entitled to be paid the applicable New B Series Subscription Price; date of such liquidation or dissolution or such other winding up, plus (ii) second, any accrued and but unpaid dividends thereon (including any accrued but unpaid dividends thereon), if any, to such date; plus (iii) third, to be paid an amount equal to the product of: (x) the balance of the proceeds of the Liquidation Event; and (y) the fully-diluted ownership percentage (excluding out-of-the-money options and warrants) represented by the Preferred Stock, treating the Preferred Stock on an “as-converted” basisno more. If and after such payment shall have been made in full to the holders of the Series A Preferred Stock, and if payment shall have been made in full to the holders of any Senior Stock and Parity Stock of all amounts to which such holders shall be entitled, the remaining assets and funds of the Corporation Company shall be distributed among the holders of Junior Stock, according to their respective shares and priorities. If, upon any such liquidation, dissolution or other winding up of the affairs of the CorporationCompany, the net assets of the Corporation Company distributable among the holders of all outstanding shares of the Series A Preferred Stock and of any Parity Stock shall be insufficient to permit the payment in full to such holder holders of the preferential amounts to which they are entitled, then the entire net assets of the Corporation Company remaining after the distributions to holders of any Senior Stock of the full amounts to which they may be entitled shall be distributed among the holders of the Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the Company into or with another corporation or corporations nor the sale of all or substantially all of the assets of the Company to another corporation or corporations shall be deemed a liquidation, dissolution or winding up of the affairs of the Company within the meaning of this paragraph 3.