Common use of Effecting a Deemed Liquidation Event Clause in Contracts

Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event unless the agreement or other arrangement for such transaction (the “Deemed Liquidation Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2.1 and 2.2 of this Statement of Designations.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (Camden Learning CORP)

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Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section 2.3.1(a)(i) unless the agreement or other arrangement plan of merger or consolidation for such transaction (the “Deemed Liquidation Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among to the holders of capital stock of the Corporation in accordance with Sections 2.1 and 2.2 of this Statement of Designations2.2.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (zSpace, Inc.)

Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event Event, or enter into any definitive agreement to effect any Deemed Liquidation Event, unless the definitive agreement or other arrangement for such transaction (the a Deemed Liquidation Definitive Agreement”) expressly provides in form and substance reasonably acceptable to the holders of at least a majority of the outstanding shares of Series A Preferred Stock that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among paid, upon the consummation thereof, to the holders of capital stock of the Corporation in accordance with Sections 2.1 and 2.2 of this Statement of DesignationsSection A.3.c.ii.

Appears in 1 contract

Samples: Investment and Transaction Agreement (Id Systems Inc)

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Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(i) unless the agreement or other arrangement plan of merger or consolidation for such transaction (the “Deemed Liquidation Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among paid to the holders of capital stock of the Corporation in accordance with Sections Subsections 2.1 and 2.2 of this Statement of Designations2.2.

Appears in 1 contract

Samples: Merger Agreement (Panacea Acquisition Corp)

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