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, subject to the preferences and other rights of any Senior Stock, before any assets of the Corporation shall be distributed to holders of Common Stock or other Junior Stock, all of the assets of the Corporation available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock and Parity Stock, in proportion to the number of shares of Series A Preferred Stock and Parity Stock held by each such holder as of the record date for the determination of holders of Series A Preferred Stock and Parity Stock entitled to receive such distribution, until the Corporation shall have distributed to such holders of Series A Preferred Stock and Parity Stock with respect to each share of Series A Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series A Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately preceding sentence. (b) The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation, any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series of related transactions shall be deemed a liquidation under this Section.

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 Corporationcorporation, subject to the prior preferences and other rights of any Senior Stock, but before any distribution or payment shall be made to the holders of Junior Stock, the holders of the Series A Preferred Stock shall be entitled to be paid Twenty Dollars ($20.00) per share, and no more, in cash. If, after the distribution to the holders of any Senior Stock of the full amounts to which they are entitled, such payment shall have been made in full to the holders of the Series A Preferred Stock and to the holders of any Parity Stock, then the remaining assets and funds of the corporation shall be distributed among the holders of Junior Stock according to their respective shares. If, upon any such liquidation, dissolution or other winding up of the affairs of the corporation, the net assets of the Corporation corporation distributable among the holders of all outstanding shares of Series A Preferred Stock and of any Parity Stock shall be distributed insufficient to permit the payment in full to such 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 Common any Senior Stock or other Junior Stock, all of the assets of the Corporation available for distribution full amounts to stockholders which they may be entitled shall be distributed among the holders of Series A Preferred Stock and of any Parity Stock, Stock ratably in proportion to the number of shares of Series A Preferred Stock and Parity Stock held by each such holder as full amount to which they would otherwise be respectively entitled. Neither the consolidation or merger of the record date for corporation into or with another corporation or corporations, or entity or entities, nor the determination of holders of Series A Preferred Stock and Parity Stock entitled to receive such distribution, until the Corporation shall have distributed to such holders of Series A Preferred Stock and Parity Stock with respect to each share of Series A Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series A Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately preceding sentence. (b) The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation, any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series of related transactions corporation shall be deemed a liquidation under liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this SectionSection 4.

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, subject to the preferences and other rights of any Senior Stock, before any assets of the Corporation shall be distributed to holders of Common Stock or other Junior Stock, all of the assets of the Corporation available for distribution to stockholders shall be distributed among the holders of Series A B Preferred Stock and Parity Stock, in proportion to the number of shares of Series A B Preferred Stock and Parity Stock held by each such holder as of the record date for the determination of holders of Series A B Preferred Stock and Parity Stock entitled to receive such distribution, until the Corporation shall have distributed to such holders of Series A B Preferred Stock and Parity Stock with respect to each share of Series A B Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series A B Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately preceding sentence. (b) The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation, any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series of related transactions shall be deemed a liquidation under this Section.

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, subject before any payment or distribution shall be made to the preferences and other rights holders of any Senior Junior Stock, before the holders of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation in cash, or, if the Corporation does not have sufficient cash on hand to pay such amounts, property of the Corporation at its fair market value as determined by the Board of Directors of the Corporation, the Liquidation Price per share of Series A Preferred Stock. No holder shall be entitled to payment until such holder has delivered certificates for the Series A Preferred Stock held by such holder and instruments acceptable to the Corporation transferring title to such shares, or shall have delivered a duly executed affidavit of lost certificate to the Corporation. (b) If, upon any such liquidation, dissolution or other winding up of the affairs of the Corporation, the assets of the Corporation shall be distributed insufficient to holders permit the payment in full of Common Stock or other Junior the Liquidation Price for each share of the Series A Preferred Stock, all of then the assets of the Corporation available for distribution to stockholders shall be ratably distributed among the holders of Series A Preferred Stock and Parity Stock, in proportion to the number of shares of Series A Preferred Stock and Parity Stock held by each such holder as of the record date for the determination of holders of Series A Preferred Stock and Parity Stock full amounts to which they would otherwise be respectively entitled to receive such distribution, until the Corporation shall have distributed to such holders of Series A Preferred Stock and Parity Stock with respect to each share of Series A Preferred Stock if all amounts thereon were paid in full. The consolidation or Parity Stock an amount of assets having a value equal to the Subscription Price per share. If the assets merger of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series A Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance into or with the immediately preceding sentence. (b) The (i) acquisition another corporation or corporations that is not a wholly-owned Subsidiary of the Corporation by another entity by means of any transaction Corporation, or series of transactions (includingthe sale, without limitationlease, any reorganization, merger transfer or consolidation) in which the stockholders of the Corporation immediately before such transaction or series of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction or series of transactions or (ii) a sale conveyance of all or substantially all of the assets of the Corporation in to another Person that is not a single transaction or series wholly-owned Subsidiary of related transactions the Corporation shall be deemed a liquidation under liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Sectionparagraph 3.