Common use of Effecting a Deemed Liquidation Event Clause in Contracts

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger 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 Subsections 3.1 and 3.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state:

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger 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 Subsections 3.1 and 3.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 4(a) or 3.3.l(b4(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law DGCL within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder Holder of Series D Convertible Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders Holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Series D Convertible Preferred Stock, ; and (iiiii) if the Required Holders of at least 50% of the then outstanding shares of Series D Convertible Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series D Convertible Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 D Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series D Convertible Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holderHolder’s shares of Series D Convertible Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 8 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested context, to the redemption of the Series D Convertible Preferred Stock pursuant to this Section 4(c). Prior to the distribution or redemption provided for in writing in accordance with clause (ii) abovethis Section 4(c), the Corporation shall send written notice not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state:business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall will not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall will be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.22.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2.3.1(a)(ii), 2.3.1(b) or 3.3.l(b2.3.1(c), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law Nevada Revised Statutes within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall will send a written notice to each holder of Series I Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series I Preferred Stock, and (ii) if the Required Holders holders of at least a majority of the then outstanding shares of Series I Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall will use the consideration received by the Corporation Corporation, if any, for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series I Preferred Stock at a price per share equal to the Series A-1 I Liquidation Amount or (referred to in this Section 2.4 as the Series A-2 Liquidation Amount, as applicable“Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series I Preferred Stock, the Corporation shall will redeem a pro rata portion of each holder’s shares of Series I Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall will redeem the remaining shares to have been redeemed as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, practicable after the Corporation shall has funds legally available therefor. The Corporation will send written notice of such the mandatory redemption (the “Redemption Notice”) to each holder of record of Series I Preferred Stock as soon as practicable but in any event not less than 30 40 days prior to the date set for redemptioneach Deemed Liquidation Event. Each Redemption Notice shall will state: