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

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the corporation, 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 distributable among the holders of all outstanding shares of Series A Preferred Stock and of any Parity Stock shall be 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 any Senior Stock of the full amounts to which they may be entitled shall be distributed among the holders of Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amount to which they would otherwise be respectively entitled. Neither the consolidation or merger of the corporation into or with another corporation or corporations, or entity or entities, nor the sale of all or substantially all of the assets of the corporation shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this Section 4.

Distributions Upon Liquidation, Dissolution or Winding Up. 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 E Preferred Stock shall be entitled to be paid Twenty Dollars ($20.00) per sharethe Subscription Price of all outstanding shares of Series E Preferred Stock as of the date of such liquidation or dissolution or such other winding up, plus any accrued and unpaid dividends thereon to such date, and no more, in cashcash or in property taken at its fair value as determined by the Board of Directors. If, after the distribution to the holders of any Senior Stock of the full amounts to which they are entitled, If such payment shall have been made in full to the holders of the Series A E Preferred Stock Stock, and if payment shall have been made in full to the holders of any Senior Stock and Parity StockStock of all amounts to which such holders shall be entitled, then the remaining assets and funds of the corporation Corporation shall be distributed among the holders of Junior Stock Stock, according to their respective sharesshares 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 E Preferred Stock and of any Parity Stock shall be 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 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 E Preferred Stock and of any Parity Stock ratably in proportion to the full amount amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the corporation Corporation into or with another corporation or corporations, or entity or entities, nor the sale of all or substantially all of the assets of the Corporation to another corporation or corporations shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this Section 4paragraph 5.

Distributions Upon Liquidation, Dissolution or Winding Up. 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 A-1 Preferred Stock shall be entitled to be paid Twenty Dollars ($20.00) per sharethe Series A-1 Liquidation Price of all outstanding shares of Series A-1 Preferred Stock, as of the date of such liquidation or dissolution or such other winding up, and no more, in cash. If, after cash or in property taken at its fair value as determined by the distribution to the holders Board of any Senior Stock Directors of the full amounts to which they are entitledCorporation, such or both, at the election of the Board of Directors. If payment shall have been made in full to the holders of the Series A Preferred any Senior Stock and Parity Stock of all amounts to the which such holders of any Parity Stockshall be entitled, then the remaining assets and funds of the corporation Corporation shall be distributed among the holders of Junior Stock Stock, according to their respective sharesshares 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 A-1 Preferred Stock and of any Parity Stock shall be 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 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 A-1 Preferred Stock and of any Parity Stock ratably in proportion to the full amount amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the corporation Corporation into or with another corporation or corporations, or entity or entities, nor the sale of all or substantially all of the assets of the Corporation to another corporation or corporations shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation Corporation within the meaning of this Section 43.

Distributions Upon Liquidation, Dissolution or Winding Up. In Subject to the prior payment in full of the preferential amounts to which any Senior Stock is entitled, in the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs Corporation, whether voluntary or involuntary, the holders of shares of the corporation, subject Preferred Stock shall be entitled to receive from the assets of the Corporation available for distribution to the prior preferences and other rights shareholders an amount in cash or property at its fair market value, as determined by the Board of any Senior StockDirectors in good faith, but or a combination thereof, per share equal to the Liquidation Price, before any payment or distribution or payment shall be made to the holders of any 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 Corporation, which payment shall be made pari passu to which they are entitled, any such payment shall have been made in full to the holders of the Series A Preferred Stock and to the holders holders, if any, of any Parity Stock. If, then the remaining assets and funds upon distribution of the corporation shall Corporation's assets in liquidation, dissolution or winding up, the assets of the Corporation to 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 distributable among the holders of all outstanding shares of Series A Preferred Stock and to all holders of any Parity Stock shall be 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 Corporation to be distributed to holders of any Senior the Preferred Stock and such Parity Stock shall be distributed pro rata to such holders based upon the aggregate of the full preferential amounts to which they may be entitled shall be distributed among the holders shares of Series A Preferred Stock and of any such Parity Stock ratably in proportion to the full amount to which they would otherwise respectively be respectively entitled. Neither the consolidation or merger of the corporation Corporation with or into or with another any other corporation or corporationscorporations nor the sale, transfer, or entity or entities, nor the sale lease of all or substantially all of the assets of the corporation Corporation shall itself be deemed to be a liquidation, dissolution or winding up of the affairs of the corporation Corporation within the meaning of this Section paragraph 3. Notice of the liquidation, dissolution or winding up of the Corporation shall be mailed, in the manner provided in paragraph 4(c) of this Section, to the holders of the Preferred Stock less than twenty (20) days prior to the date on which such liquidation, dissolution and winding up is expected to take place or become effective. 4.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs Company, whether voluntary or involuntary, the holders of Series F Preferred Stock shall be entitled to receive from the assets of the corporationCompany available for distribution to stockholders, subject to the prior preferences and other rights of any Senior Stock, but before any payment or distribution or payment shall be made to the holders of any Junior Stock, an amount in cash (or, at the holders election of the Series A Preferred Stock shall be entitled to be paid Twenty Dollars ($20.00Company, property at its fair market value, as determined by the Board of Directors in good faith) per share, and no more, in cashequal to the Liquidation Preference of a share of Series F Preferred Stock as of the date of payment or distribution. If, after the upon distribution to the holders of any Senior Stock of the full amounts to which they are entitledCompany's assets in liquidation, such payment shall have been made in full to dissolution or winding up, the holders assets of the Series A Preferred Stock and Company 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 distributable among the holders of all outstanding shares of Series A F Preferred Stock and other holders of any Parity Stock shall be insufficient to permit the payment in full to such holders of the respective preferential amounts to which they are entitled, then the entire net assets of the corporation remaining after the distributions Company to be distributed to holders of any Senior the Series F Preferred Stock and other holders of Parity Stock shall be distributed pro rata to such holders based upon the aggregate of the full preferential amounts to which they may be entitled shall be distributed among all of the holders of Series A Preferred Stock and of any Parity Stock ratably in proportion to the full amount to which they shares would otherwise respectively be respectively entitled. Neither the consolidation or merger of the corporation Company with or into or with another any other corporation or corporations, or entity or entities, corporations nor the sale sale, transfer or lease of all or substantially all of the assets of the corporation Company shall itself be deemed to constitute a liquidation, dissolution or winding up of the affairs of the corporation Company within the meaning of this Section 43. Notice of the liquidation, dissolution or winding up of the Company shall be given, not less than twenty (20) days prior to the date on which such liquidation, dissolution or winding up is expected to take place or become effective, to the holders of record of the shares of Series F Preferred Stock.

Distributions Upon Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the corporation, subject to the prior preferences and other rights of any Senior StockCompany, but before any distribution or payment shall be made to the holders of Junior StockSecurities (as hereinafter defined), the holders of the Series A B Preferred Stock shall be entitled to be XXXXX X. XXXXXXXXX, ESQ., FLA BAR # 214338 Atlas, Xxxxxxxx, Trop & Borkson, P.A. 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000 Phone No.: (000) 000-0000 H00000043132 0 paid Twenty Dollars ($20.00) the Stated Value per share, and no more, in cash. If, after the distribution to the holders share of any Senior all outstanding shares of Series B Preferred Stock as of the full amounts to which they are entitleddate of such liquidation or dissolution or such other winding up of the affairs of the Company either in cash or in property taken at its fair value as determined by the Board of Directors, or both, at the election of the Board of Directors. If such payment shall have been made in full to the holders of the Series A B Preferred Stock and to the holders of any Parity Stock, then the remaining assets and funds of the corporation Company shall be distributed among the holders of Junior Stock Securities, according to their respective sharesshares 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 B Preferred Stock and of any Parity Stock shall be 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 any Senior Stock of the full amounts to which they may be entitled Company shall be distributed among the holders of the Series A B Preferred Stock and of any Parity Stock ratably in proportion to the full amount amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the corporation into or with another corporation or corporations, or entity or entities, nor the sale of all or substantially all of the assets of the corporation shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this Section 4.

Distributions Upon Liquidation, Dissolution or Winding Up. 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 sharethe Liquidation Preference of all outstanding shares of the Series A Preferred Stock as of the date of such liquidation or dissolution or such other winding up, plus any accrued but unpaid dividends, if any, to such date, and no more, . The Corporation shall make such payment in cash. If, after the distribution to the holders of any Senior Stock of the full amounts to which they are entitled, If such payment shall have been made in full to the holders of the Series A Preferred Stock Stock, and if payment shall have been made in full to the holders of any Senior Stock and Parity StockStock of all amounts to which such holders shall be entitled, then the remaining assets and funds of the corporation Corporation shall be distributed among the holders of Junior Stock Stock, according to their respective sharesshares 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 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 amount amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the corporation Corporation into or with another corporation or corporations, or entity or entities, nor the sale of all or substantially all of the assets of the Corporation to another corporation or corporations shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation Corporation within the meaning of this Section 43.

Distributions Upon Liquidation, Dissolution or Winding Up. 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 C Preferred Stock shall be entitled to be paid Twenty Dollars ($20.00) per sharethe Liquidation Preference of all outstanding shares of the Series C Preferred Stock as of the date of such liquidation or dissolution or such other winding up, plus any accrued but unpaid dividends, if any, to such date, and no more, . The Corporation shall make such payment in cash. If, after the distribution to the holders of any Senior Stock of the full amounts to which they are entitled, If such payment shall have been made in full to the holders of the Series A C Preferred Stock Stock, and if payment shall have been made in full to the holders of any Senior Stock and Parity StockStock of all amounts to which such holders shall be entitled, then the remaining assets and funds of the corporation Corporation shall be distributed among the holders of Junior Stock Stock, according to their respective sharesshares 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 C Preferred Stock and of any Parity Stock shall be 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 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 C Preferred Stock and of any Parity Stock ratably in proportion to the full amount amounts to which they would otherwise be respectively entitled. Neither the consolidation or merger of the corporation Corporation into or with another corporation or corporations, or entity or entities, nor the sale of all or substantially all of the assets of the Corporation to another corporation or corporations shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation Corporation within the meaning of this Section 43.