LIQUIDATION ADJUSTMENT Sample Clauses
LIQUIDATION ADJUSTMENT. Following the distribution of the Proposed Liquidation Summary in accordance with the foregoing, if (x) the Deciding OMM does not exercise its rights under Section 12.7(d)(iii)(5) within the time period specified therein, (y) the Deciding OMM and the Board agree on an alternative Proposed Liquidation Adjustment or (z) the Liquidation Appraiser makes a final and binding determination, the Board shall take such actions as are necessary and appropriate (including causing such actions to be taken by the Registering Entity to the extent applicable) to implement the Proposed Liquidation Adjustment (as described in the Proposed Liquidation Summary, as agreed by the Deciding OMM and the Board or as determined by the Liquidation Appraiser, as applicable); it being understood that such actions may take effect before, promptly following or coincident with the IPO Liquidation, as appropriate in light of the circumstances as determined by the Board.
LIQUIDATION ADJUSTMENT. The Series C Preference Price shall be Appropriately Adjusted.
LIQUIDATION ADJUSTMENT. Notwithstanding the foregoing, the amount to be paid for each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common Stock upon a Liquidation Event shall be appropriately adjusted for any combination(s), stock split(s), stock distribution(s) or dividend(s) with respect to such shares.
LIQUIDATION ADJUSTMENT. (1) Within two Business Days of the receipt by the Escrow Agent of any Loss Payment Notice, the Escrow Agent shall pay from the Escrow Account to Purchaser (to such account or accounts as Purchaser shall have designated in such Loss Payment Notice), an amount equal to the Loss Payment Amount.
(2) On the Final Liquidation Adjustment Payment Date, the Escrow Agent shall pay from the Escrow Account to Purchaser (to such account or accounts as Purchaser shall have designated in the Liquidation Adjustment Certificate) an amount equal to the Final Liquidation Adjustment set forth in the Liquidation Adjustment Certificate, including interest thereon computed in accordance with Section 2.11(j) of the Purchase Agreement.
LIQUIDATION ADJUSTMENT. Notwithstanding anything to the contrary in this Article IV, the Preference Price shall be adjusted downwards upon the receipt by the holder of Preferred Stock of any non-cash dividends or distributions (other than distributions of this Corporation's capital stock), by the "cash value" of any such non-cash dividends or distributions made on Series A Stock at any time since the issuance of such series. The "cash value" shall be determined by this Corporation's Board of Directors in its sole discretion, or, if the distribution is a stock dividend (other than this Corporation's capital stock) whereby within 180 days after such distribution and prior to a "liquidating" event such company's stock is publicly traded, then the initial public offering price of such company's stock shall be the "cash value" whether or not the distributed stock is itself publicly traded.