Common use of Fundamental Change Repurchase Price Clause in Contracts

Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any share of Convertible Preferred Stock to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the greater of (i) the product of (x) the Liquidation Preference of such share multiplied by (y) the Liquidation Multiple, plus any accrued and unpaid dividends in respect of the Convertible Preferred Stock, whether or not declared (and including, for the avoidance of doubt, any previously accrued and unpaid dividends in respect of the Convertible Preferred Stock which have been added to the Liquidation Preference pursuant to Section 5(b)(i)) of such share at the Close of Business on the Fundamental Change Repurchase Date for such Fundamental Change (including any accumulated and unpaid Regular Dividends, whether or not declared, on such share to, but excluding, such Fundamental Change Repurchase Date) and (ii) the amount that such Holders would have received had such Holders, immediately prior to such Fundamental Change, converted such shares of Convertible Preferred Stock into Common Stock pursuant to Section 10(a), without regard to any of the limitations on convertibility contained in Section 10(h).

Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any share of Convertible Preferred Stock to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the greater greatest of (i) the product of (x) the Liquidation Preference of such share multiplied by (y) the Liquidation MultiplePreference, plus any accrued and unpaid dividends in respect of the Convertible Preferred Stock, whether or not declared declared, (and includingii) the sum of (A) the product of (x) the Initial Liquidation Preference, for multiplied by (y) the avoidance Return Factor as of doubt, any previously accrued and unpaid dividends the Redemption Date minus (B) (x) the cumulative amount of Prior Dividends paid in respect of the Convertible Preferred Stock which have been added to the Liquidation Preference pursuant to Section 5(b)(i)) of such share at the Close of Business on prior to the Fundamental Change Repurchase Date for such Fundamental Change and (including y) in any accumulated and unpaid Regular Dividends, whether or not declared, on amounts of cash paid to the Holder in respect of such share to, but excluding, such on the Fundamental Change Repurchase Date) Date pursuant to Section 5(d); and (iiiii) the amount that the Holder of such Holders share of Convertible Preferred Stock would have received had such HoldersHolder, immediately prior to such Fundamental Change, converted such shares of Convertible Preferred Stock into Common Stock pursuant to Section 10(a), without regard to any of the limitations on convertibility contained in Section 10(h) or Section 11(d).

Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any share of Convertible Preferred Stock to be repurchased upon pursuant to a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the greater of (i) the product of (x) the Liquidation Preference of Company Redemption Price; provided, however, that if such share multiplied by (y) the Liquidation Multiple, plus any accrued and unpaid dividends in respect of the Convertible Preferred Stock, whether or not declared (and including, Fundamental Change Repurchase Date is after a Regular Dividend Record Date for the avoidance of doubt, any previously accrued and unpaid dividends in respect of a Regular Dividend on the Convertible Preferred Stock which have that has been added to declared for payment in cash and on or before the Liquidation Preference next Regular Dividend Payment Date, then (1) pursuant to Section 5(b)(i5(c)) , the Holder of such share at the Close of Business on such Regular Dividend Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Regular Dividend Payment Date, such declared cash Regular Dividend on such share; and (2) the Fundamental Change Repurchase Date for Price will not include such Fundamental Change (including any accumulated and unpaid declared cash Regular Dividends, whether or not declared, Dividend on such share to(and, but excludingfor the avoidance of doubt, any portion of the full Regular Dividend scheduled to be paid on such Regular Dividend Payment Date that is not paid in cash and is added to the Liquidation Preference of such share pursuant to Section 5(a)(i)(1) will be included in the Fundamental Change Repurchase Date) and (ii) the amount that such Holders would have received had such Holders, immediately prior to such Fundamental Change, converted such shares of Convertible Preferred Stock into Common Stock pursuant to Section 10(a), without regard to any of the limitations on convertibility contained in Section 10(hPrice).