Common use of Liquidation, Dissolution, Winding-Up Clause in Contracts

Liquidation, Dissolution, Winding-Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, before any distribution or payment shall be made to the holders of any shares of Junior Capital Stock that ranks junior to the Series __ Preferred Stock as to distribution of assets upon any liquidation, dissolution or winding up of the Corporation, the holders of Series __ Preferred Stock shall be entitled to receive, out of assets of the Corporation legally available for distribution to stockholders, liquidating distributions in the amount of the Liquidation Value (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of shares), plus an amount equal to any dividends accrued and unpaid thereon as of the date of liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series __ Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up ("Liquidation Parity Stock"), then the holders of Series __ Preferred Stock and all other such classes or series of Liquidation Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

Liquidation, Dissolution, Winding-Up. (a) Upon any voluntary or involuntary liquidationIn the event of a Liquidation ------------------------------------- Event, dissolution or winding up the Holders shall be entitled to receive in cash out of the affairs assets of the CorporationCompany, whether from capital or from earnings available for distribution to its shareholders (the "LIQUIDATION FUNDS"), before any distribution or payment amount shall be made paid to the holders of any of the capital shares of Junior Capital Stock that ranks the Company of any class junior in rank to the shares of Series __ D Preferred Stock in respect of the preferences as to distributions and payments on the liquidation, dissolution and winding up of the Company, an amount per shares of Series D Preferred Stock equal to 120% of the Conversion Amount plus the amount of any accrued but unpaid Dividends and Special Payments per shares of Series D Preferred Stock; provided that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of other classes or series of preferred shares of the Company that are of equal rank with the shares of Series D Preferred Stock as to distribution payments of assets upon any liquidationLiquidation Funds (the "PARI PASSU SHARES"), dissolution or winding up then each Holder and holder of the Corporation, the holders of Series __ Preferred Stock Pari Passu Shares shall be entitled to receive, out of assets of the Corporation legally available for distribution to stockholders, liquidating distributions in the amount receive a percentage of the Liquidation Value Funds equal to the full amount of Liquidation Funds payable to such Holder and holders of Pari Passu Shares, as the case may be, as a liquidation preference, in accordance with their respective certificate of designations (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of sharesequivalent), plus an amount equal to any dividends accrued and unpaid thereon as of the date of liquidation, dissolution or winding up. After payment a percentage of the full amount of Liquidation Funds payable to all holders of shares of Series D Preferred Stock and Pari Passu Shares. To the liquidating distributions extent necessary, the Company shall cause such actions to which they are entitledbe taken by any of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section. All the preferential amounts to be paid to the Holders under this Section shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of Series __ Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up ("Liquidation Parity Stock"), then the holders of Series __ Preferred Stock and all other such classes or series of preferred shares of the Company junior in rank to the shares of Series D Preferred Stock in connection with a Liquidation Parity Stock shall share ratably Event as to which this Section applies. The purchase or redemption by the Company of shares of any class, in any such distribution of assets in proportion to manner permitted by law, shall not, for the full liquidating distributions to which they would otherwise purposes hereof, be respectively entitledregarded as a Liquidation Event.

Liquidation, Dissolution, Winding-Up. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, the holders of the CorporationPreferred Shares shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the “Preferred Funds”), before any distribution or payment amount shall be made paid to the holders of any shares of Junior Capital Stock that ranks the capital stock of the Company of any class junior in rank to the Series __ Preferred Stock Shares in respect of the preferences as to distribution the distributions and payments on the liquidation, dissolution and winding up of the Company, an amount per Preferred Share equal to the Liquidation Preference; provided that, if the Preferred Funds are insufficient to pay the full amount due to the holders of Preferred Shares and holders of Pari Passu Shares, then each holder of Preferred Shares and Pari Passu Shares shall receive a percentage of the Preferred Funds equal to the full amount of Preferred Funds payable to such holder as a liquidation preference, in accordance with their respective Certificate of Designations, Preferences and Rights, as a percentage of the full amount of Preferred Funds payable to all holders of Preferred Shares and Pari Passu Shares. Thereafter, the holders of the Preferred Shares shall share ratably in any distributions and payments of any remaining assets upon of the Company, on an as-converted basis (without giving effect to any limitations on conversion set forth in this Certificate of Designations), with the holders of Common Stock. The purchase or redemption by the Company of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Corporation, Company. Neither the holders of Series __ Preferred Stock shall be entitled to receive, out of assets consolidation or merger of the Corporation legally available Company with or into any other Person, nor the sale or transfer by the Company of all or substantially all of its assets, shall, for distribution the purposes hereof, be deemed to stockholders, liquidating distributions in the amount of the Liquidation Value (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of shares), plus an amount equal to any dividends accrued and unpaid thereon as of the date of liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series __ Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon be a liquidation, dissolution or winding up ("Liquidation Parity Stock"), then of the holders of Series __ Preferred Stock and all other such classes or series of Liquidation Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitledCompany.

Liquidation, Dissolution, Winding-Up. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, the holders of the CorporationSeries A Preferred Shares shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings, available for distribution to its stockholders (the "Preferred Funds"), before any distribution or payment amount shall be made paid to the holders of any the Common Stock or holders of shares of other classes or series of capital stock of the Company (the "Junior Capital Stock that ranks junior Shares"), an amount equal to the Stated Value per Series __ A Preferred Stock Share outstanding plus accrued and unpaid dividends thereon, provided that, if the Preferred Funds are insufficient to pay the full amount due to the holders of Series A Preferred Shares, then each holder of Series A Preferred Shares shall receive a percentage of the Preferred Funds equal to the full amount of Preferred Funds payable to such holder as a percentage of the full amount of Preferred Funds payable to distribution all holders of assets Series A Preferred Shares. The purchase or redemption by the Company of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Company. Notwithstanding the foregoing, to the extent that Series A Preferred Shares shall be converted or redeemed, as the case may be, the Company may issue shares of other classes or series of preferred stock of the Company that are of equal rank with the Series A Preferred Shares (the "Pari Passu Shares"), and such Pari Passu Shares shall be entitled to distributions of the Preferred Funds on the same basis as the Series A Preferred Shares. Neither the consolidation nor merger of the Company with or into any other corporation or corporations, nor the sale or transfer by the Company of less than substantially all of its assets, shall, for the purposes hereof, be deemed to be a liquidation, dissolution or winding up of the Company. No holder of Series A Preferred Shares shall be entitled to receive any amounts with respect thereto upon any liquidation, dissolution or winding up of the Corporation, Company other than the holders of Series __ Preferred Stock shall be entitled to receive, out of assets of the Corporation legally available amounts provided for distribution to stockholders, liquidating distributions in the amount of the Liquidation Value (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of shares), plus an amount equal to any dividends accrued and unpaid thereon as of the date of liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series __ Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up ("Liquidation Parity Stock"), then the holders of Series __ Preferred Stock and all other such classes or series of Liquidation Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitledherein.

Liquidation, Dissolution, Winding-Up. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of the Series A Preferred Shares shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders (the "Preferred Funds"), before any amount shall be paid to the holders of any of the capital stock of the Corporation of any class junior in rank to the Series A Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution and winding up of the Corporation, an amount per Series A Preferred Share equal to the sum off (i) $10,000 and (ii) an amount equal to the product of (.06) (N/365) ($10,000) (such sum being referred to as the "Liquidation Value"); provided that, if the Preferred Funds are insufficient to pay the full amount due to the holders of Series A Preferred Shares and holders of shares of other classes or series of preferred stock of the Corporation that are of equal rank with the Series A Preferred Shares as to payments of Preferred Funds (thc "Pari Passu Shares"), then each holder of Series A Preferred Shares and Pari Passu Shares shall receive a percentage of the Preferred Funds equal to the full amount of Preferred Funds payable to such holder as a liquidation preference, in accordance with their respective Certificate of Designations, Preferences and Rights as a percentage or the full amount of Preferred Funds payable to all holders of Series A Preferred Shares and Pari Passu Shares. The purchase or redemption by the Corporation of stock of any class in any manner permitted by law, shall not for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the affairs Corporation. Neither the consolidation or merger of the Corporation with or into any other Person, nor the sale or transfer by the Corporation of less than substantially all of its assets, shall, for the purposes hereof, be deemed to be a liquidation, dissolution or winding up of the Corporation, before any distribution or payment . No holder of Series A Preferred Shares shall be made entitled to the holders of receive any shares of Junior Capital Stock that ranks junior to the Series __ Preferred Stock as to distribution of assets amounts with respect thereto upon any liquidation, dissolution or winding up of the Corporation, Corporation other than the holders of Series __ Preferred Stock shall be entitled to receive, out of assets of the Corporation legally available amounts provided for distribution to stockholders, liquidating distributions in the amount of the Liquidation Value (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of shares), plus an amount equal to any dividends accrued and unpaid thereon as of the date of liquidation, dissolution or winding up. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series __ Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up ("Liquidation Parity Stock"), then the holders of Series __ Preferred Stock and all other such classes or series of Liquidation Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitledherein.

Liquidation, Dissolution, Winding-Up. (a) Upon any voluntary or involuntary In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, before any distribution whether voluntary or payment shall be made to the holders of any shares of Junior Capital Stock that ranks junior to the Series __ Preferred Stock as to distribution of assets upon any liquidation, dissolution or winding up of the Corporationinvoluntary, the holders of shares of the Series __ A Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Corporation legally Company available for distribution to its stockholders, liquidating distributions in the amount of the Liquidation Value (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of shares), plus an amount equal to $5.00 per share (the “Liquidation Preference Amount”) before any dividends accrued and unpaid thereon as of the date of liquidation, dissolution payment shall be made or winding up. After payment of the full amount of the liquidating distributions any assets distributed to which they are entitled, the holders of Series __ Preferred the Common Stock will have no right or claim to any of other Junior Stock. If the remaining assets of the Corporation. In Company are not sufficient to pay in full the event thatLiquidation Preference Amount payable to the holders of outstanding shares of the Series A Preferred and any series of preferred stock or any other class of stock on a parity, upon any such voluntary or involuntary as to rights on liquidation, dissolution or winding up, with the available Series A Preferred, then all of said assets will be distributed among the holders of the Corporation are insufficient Series A Preferred and the other classes of stock on a parity with the Series A Preferred, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to pay the each outstanding fractional share of Series A Preferred shall be equal to a ratably proportionate amount of the liquidating distributions on all liquidation payment with respect to each outstanding share of Series A Preferred. All payments for which this Section 3(a) provides shall be in cash, property (valued at its fair market value as determined reasonably and in good faith by the Board of Directors of the Company) or a combination thereof; provided, however, that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series __ A Preferred Stock (or fractions thereof) and has been paid in cash the corresponding amounts payable on all full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount to which each holder is entitled, such holders of shares of Parity Capital Stock that ranks pari passu with the Series __ A Preferred Stock will not be entitled to any further participation as to the such in any distribution of the assets upon liquidation, dissolution or winding up ("Liquidation Parity Stock"), then of the holders of Series __ Preferred Stock and all other such classes or series of Liquidation Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitledCompany.

Liquidation, Dissolution, Winding-Up. (a) Upon any voluntary or involuntary liquidationIn the event of a Liquidation Event, dissolution or winding up the Holders shall be entitled to receive in cash out of the affairs assets of the CorporationCompany, whether from capital or from earnings available for distribution to its shareholders (the “Liquidation Funds”), before any distribution or payment amount shall be made paid to the holders of any of the capital shares of Junior Capital Stock that ranks the Company of any class junior in rank to the shares of Series __ C Preferred Stock in respect of the preferences as to distributions and payments on the liquidation, dissolution and winding up of the Company, an amount per shares of Series C Preferred Stock equal to 110% of the Conversion Amount plus the amount of any accrued but unpaid Dividends per shares of Series C Preferred Stock; provided that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders of shares of other classes or series of preferred shares of the Company that are of equal rank with the shares of Series C Preferred Stock as to distribution payments of assets upon any liquidationLiquidation Funds (the “Pari Passu Shares”), dissolution or winding up then each Holder and holder of the Corporation, the holders of Series __ Preferred Stock Pari Passu Shares shall be entitled to receive, out of assets of the Corporation legally available for distribution to stockholders, liquidating distributions in the amount receive a percentage of the Liquidation Value Funds equal to the full amount of Liquidation Funds payable to such Holder and holders of Pari Passu Shares, as the case may be, as a liquidation preference, in accordance with their respective certificate of designations (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of sharesequivalent), plus an amount equal to any dividends accrued and unpaid thereon as of the date of liquidation, dissolution or winding up. After payment a percentage of the full amount of Liquidation Funds payable to all holders of shares of Series C Preferred Stock and Pari Passu Shares. To the liquidating distributions extent necessary, the Company shall cause such actions to which they are entitledbe taken by any of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Paragraph 11. All the preferential amounts to be paid to the Holders under this Paragraph 11 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of Series __ Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up ("Liquidation Parity Stock"), then the holders of Series __ Preferred Stock and all other such classes or series of preferred shares of the Company junior in rank to the shares of Series C Preferred Stock in connection with a Liquidation Parity Stock shall share ratably Event as to which this Paragraph 11 applies. The purchase or redemption by the Company of shares of any class, in any such distribution of assets in proportion to manner permitted by law, shall not, for the full liquidating distributions to which they would otherwise purposes hereof, be respectively entitledregarded as a Liquidation Event.

Liquidation, Dissolution, Winding-Up. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationdissolution, before any distribution or payment shall be made to the holders of any shares of Junior Capital Stock that ranks junior to the Series __ Preferred Stock as to distribution of assets upon any liquidation, dissolution or winding up of the Corporation, the holders of the Series __ A Preferred Stock Shares shall be entitled to receive, receive in cash out of the assets of the Corporation legally Corporation, whether from capital or from earnings available for distribution to stockholdersits shareholders (the "PREFERRED FUNDS"), liquidating distributions in before any amount shall be paid to the amount holders of any of the Liquidation Value (or such fraction or percentage thereof as is appropriate to reflect prior redemptions of fractions of shares), plus an amount equal to any dividends accrued and unpaid thereon as capital stock of the date Corporation of any class junior in rank to the Series A Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution and winding up of the Corporation, an amount per Series A Preferred Share equal to $0.01; provided that, if the Preferred Funds are insufficient to pay the full amount due to the holders of Series A Preferred Shares and holders of shares of other classes or winding up. After payment series of preferred stock of the Corporation that are of equal rank with the Series A Preferred Shares as to payments of Preferred Funds (the "PARI PASSU SHARES"), then each holder of Series A Preferred Shares and Pari Passu Shares shall receive a percentage of the Preferred Funds equal to the full amount of Preferred Funds payable to such holder as a liquidation preference, in accordance with their respective terms as a percentage of the full amount of the liquidating distributions Preferred Funds payable to which they are entitled, the all holders of Series __ A Preferred Stock will have no right Shares and Pari Passu Shares. The purchase or claim to redemption by the Corporation of stock of any of class in any manner permitted by law, shall not for the remaining assets purposes hereof, be regarded as a liquidation, dissolution, or winding up of the Corporation. In Neither the event thatconsolidation, upon any such voluntary statutory share exchange or involuntary liquidation, dissolution or winding up, the available assets merger of the Corporation are insufficient with or into any other Person, nor the sale or transfer by the Corporation of all or substantially all of its assets, shall, for the purposes hereof, be deemed to pay the amount of the liquidating distributions on all outstanding shares of Series __ Preferred Stock (or fractions thereof) and the corresponding amounts payable on all shares of Parity Capital Stock that ranks pari passu with the Series __ Preferred Stock as to the distribution of assets upon be a liquidation, dissolution dissolution, or winding up (of the Corporation. For purposes of these Articles of Amendment, "Liquidation Parity Stock")Person" shall mean an individual, then the holders of Series __ Preferred Stock a limited liability company, a limited liability partnership, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and all other such classes a government or series of Liquidation Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitleddepartment or agency thereof.