Common use of Liquidation Payments Clause in Contracts

Liquidation Payments. (i) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of the Series C Preferred Stock and the Series B Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes the following amounts: (1) in the case of the- Series C Preferred Stock, an amount equal to the greater of: (A) $3.15 per share of the Series C Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Preferred Stock) plus all dividends declared but unpaid thereon, to and including the date full payment shall be tendered to the holders of the Series C Preferred Stock with respect to such liquidation, dissolution or winding up, or (B) such amount per share of the Series C Preferred Stock as would have been payable had all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series C Preferred Stock to and including the date full payment shall be tendered to the holders of the Series C Preferred Stock with respect to such liquidation, dissolution or winding up. (2) in the case of the Series B Preferred Stock, an amount equal to the greater of: (A) $1.50 per share of the Series B Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series B Preferred stock) plus all dividends declared but unpaid thereon, to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such liquidation, dissolution or winding up, or (B) such amount per share of the Series B Preferred Stock as would have been payable had all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series B Preferred Stock to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such liquidation, dissolution or winding up. If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock of all amounts so distributable to them, then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series C Preferred Stock and the Series B Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection l(a)(i). (ii) After such payments shall have been made in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of the Series C Preferred Stock and the Series B Preferred Stock so as to be available for such payments, the holders of shares of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes an amount equal to the greater of: (1) $0.50 per share of the Series A Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series A Preferred Stock) plus all dividends declared but unpaid thereon, to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock with respect to such liquidation, dissolution or winding up, or (2) such amount per share of the Series A Preferred Stock as would have been payable had all shares of the Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series A Preferred Stock to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock with respect to such liquidation, dissolution or winding up. If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series A Preferred Stock of all amounts so distributable to them, then the entire remaining assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection 1(a)(ii). (iii) After such payments shall have been made in full to the holders of the Preferred Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of Preferred Stock so as to be available for such payments, the remaining assets available for distribution shall be distributed among the holders of the Common Stock ratably in proportion to the number of shares of Common Stock held by them. (iv) Upon conversion of shares of Preferred Stock into shares of Common Stock pursuant to Section 2 below, the holders of such Common Stock shall not be entitled to any preferential payment or distribution in case of any liquidation, dissolution or winding up, but shall share ratably in any distribution of the assets of the Corporation to all the holders of Common Stock. (v) The amounts payable with respect to shares of Preferred Stock under this Subsection l(a) are sometimes hereinafter referred to as "Series C Liquidation Payments", "Series B Liquidation Payments" and "Series A Liquidation Payments", respectively, and together are sometimes hereinafter referred to as the "Liquidation Payments".

Liquidation Payments. (i) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation”), the holders of shares of the Series C Preferred Stock and the Series B Preferred Stock shall be entitled to be paid first paid, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Preferred Stock, Seed Preferred Stock or Common Stock by reason of their ownership thereof, out of the assets of the Corporation available for distribution to holders of the Corporation's ’s capital stock of all classes classes, the following amounts: (1) in the case amount of the- Series C Preferred Stock, an amount equal to the greater of: (A) $3.15 0.58 per share of the Series C Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Preferred Stock) plus all dividends declared but unpaid thereon, to and including the date full payment shall be tendered to the holders of the Series C Preferred Stock with respect to such liquidation, dissolution or winding up, or (B) such amount per share of the Series C Preferred Stock as would have been payable had all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series C Preferred Stock to and including the date full payment shall be tendered to the holders of the Series C Preferred Stock with respect to such liquidation, dissolution or winding up. (2) in the case of the Series B Preferred Stock, an amount equal to the greater of: (A) $1.50 per share of the Series B Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series B Preferred stockStock) plus all dividends accrued and/or declared thereon but unpaid thereonunpaid, to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock Stock, with respect to such liquidation, dissolution or winding up, or up (B) such the aggregate amount per share payable to all holders of the Series B Preferred Stock as would have been payable had in respect of all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series B Preferred Stock pursuant to and including the date full payment shall be tendered to the holders this Subsection 1(a)(i) of the this Article FOURTH, “Series B Preferred Stock with respect to such liquidation, dissolution or winding upLiquidation Payment”). If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock of all amounts so distributable to them, then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series C Preferred Stock and the Series B Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection l(a)(i)1(a)(i) of this Article FOURTH. No payment shall be made with respect to the Series A Preferred Stock, the Seed Preferred Stock or the Common Stock unless and until full payment has been made to the holders of the Series B Preferred Stock of the amounts they are entitled to receive under this Subsection 1(a)(i) of this Article FOURTH. (ii) After such the payments shall under Section 1(a)(i) of this Article FOURTH have been made in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of the Series C Preferred Stock and the Series B Preferred Stock so as to be available for such payments, the holders of shares of the Series A Preferred Stock shall be entitled to be paid paid, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Seed Preferred Stock or Common Stock by reason of their ownership thereof, out of the remaining assets of the Corporation available for distribution to holders of the Corporation's ’s capital stock of all classes an classes, the amount equal to the greater of: (1) of $0.50 0.65 per share of the Series A Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series A Preferred Stock) plus all dividends accrued and/or declared thereon but unpaid thereonunpaid, to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock Stock, with respect to such liquidation, dissolution or winding up, or up (2) such the aggregate amount per share payable to all holders of the Series A Preferred Stock as would have been payable had in respect of all shares of the Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series A Preferred Stock pursuant to and including this Subsection 1(a)(ii) of this Article FOURTH, the date “Series A Liquidation Payment”). If after prior payment in full payment shall be tendered of the payments to the holders of the Series A B Preferred Stock with respect to such liquidation, dissolution or winding up. If under Section 1(a)(i) of this Article FOURTH the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series A Preferred Stock of all amounts so distributable to them, then the entire remaining assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection 1(a)(ii)) of this Article FOURTH. No payment shall be made with respect to the Seed Preferred Stock or the Common Stock unless and until full payment has been made to the holders of the Series A Preferred Stock of the amounts they are entitled to receive under this Subsection 1(a)(ii) of this Article FOURTH. (iii) After such the payments shall under Section 1(a)(ii) of this Article FOURTH have been made in full to the holders of the Series A Preferred Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of Series A Preferred Stock so as to be available for such payments, the holders of shares of the Seed Preferred Stock shall be entitled to be paid, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, out of the remaining assets of the Corporation available for distribution to holders of the Corporation’s capital stock of all classes, an amount of $0.65 per share of Seed Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Seed Preferred Stock) plus all dividends declared thereon but unpaid, to and including the date full payment shall be tendered to the holders of the Seed Preferred Stock, with respect to such liquidation, dissolution or winding up (the aggregate amount payable to all holders of Seed Preferred Stock in respect of all shares of Seed Preferred Stock pursuant to this Subsection 1(a)(iii) of this Article FOURTH, the “Seed Liquidation Payment”). If after prior payment in full of the payments to the holders of the Series A Preferred Stock under Section 1(a)(ii) of this Article FOURTH the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Seed Preferred Stock of all amounts so distributable to them, then the assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Seed Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection 1(a)(iii) of this Article FOURTH. No payment shall be made with respect to the Common Stock unless and until full payment has been made to the holders of the Seed Preferred Stock of the amounts they are entitled to receive under this Subsection 1(a)(iii) of this Article FOURTH. (iv) After the payments under Section 1(a)(iii) of this Article FOURTH have been made in full to the holders of the Seed Preferred Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of Seed Preferred Stock so as to be available for such payments, the remaining assets of the Corporation available for distribution shall be distributed among the holders of the Series B Preferred Stock, Series A Preferred Stock and Common Stock ratably in proportion to the number of shares of Common Stock then held by themeach such holder on an as converted basis. (ivv) Upon conversion of shares of Preferred Stock into shares of Common Stock pursuant to Section 2 of this Article FOURTH below, the holders of such Common Stock shall not be entitled to any preferential payment or distribution in case of any liquidation, dissolution or winding up, but shall share ratably in any distribution of the assets of the Corporation to all the holders of Common StockStock as provided under Subsection 1(a)(iv) of this Article FOURTH. (vvi) The amounts Series B Liquidation Payment, the Series A Liquidation Payment and the Seed Liquidation Payment payable with respect to shares of Preferred Stock under this Subsection l(a1(a) of this Article FOURTH are sometimes hereinafter referred to as "Series C “Preferred Stock Liquidation Payments", "Series B Liquidation Payments" and "Series A Liquidation Payments", respectively, and together are sometimes hereinafter referred to as the "Liquidation Payments"”.

Liquidation Payments. (i) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation”), the holders of shares of the Series C Preferred Stock and the Series B Preferred Stock shall be entitled to be paid first paid, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series A Preferred Stock, Seed Preferred Stock or Common Stock by reason of their ownership thereof, out of the assets of the Corporation available for distribution to holders of the Corporation's ’s capital stock of all classes classes, the following amounts: (1) in the case amount of the- Series C Preferred Stock, an amount equal to the greater of: (A) $3.15 0.58 per share of the Series C Preferred Stock and $0.58 per share of Series B Preferred Stock (in each case, which amount amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Preferred Stock or the Series B Preferred Stock, as applicable) plus all dividends accrued and/or declared thereon but unpaid thereonunpaid, to and including the date full payment shall be tendered to the holders of the Series C Preferred Stock and the Series B Preferred Stock, with respect to such liquidation, dissolution or winding up, or up (B) such the aggregate amount per share payable to all holders of the Series C Preferred Stock as would have been payable had in respect of all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series C Preferred Stock pursuant to this Section 1(a)(i) of this Article FOURTH, the “Series C Liquidation Payment” and including the date full payment shall be tendered aggregate amount payable to the all holders of the Series C Preferred Stock with respect to such liquidation, dissolution or winding up. (2) in the case of the Series B Preferred Stock, an amount equal to the greater of: (A) $1.50 per share of the Series B Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination in respect of shares, reclassification or other similar event with respect to the Series B Preferred stock) plus all dividends declared but unpaid thereon, to and including the date full payment shall be tendered to the holders shares of the Series B Preferred Stock with respect pursuant to such liquidationthis Section 1(a)(i) of this Article FOURTH, dissolution or winding up, or (B) such amount per share of the “Series B Preferred Stock as would have been payable had all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series B Preferred Stock to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such liquidation, dissolution or winding upLiquidation Payment”). If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock of all amounts so distributable to them, then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series C Preferred Stock and the Series B Preferred Stock on a pari passu basis in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection l(a)(i)Section 1(a)(i) of this Article FOURTH. No payment shall be made with respect to the Series A Preferred Stock, the Seed Preferred Stock or the Common Stock unless and until full payment has been made to the holders of the Series C Preferred Stock and the Series B Preferred Stock of the amounts they are entitled to receive under this Section 1(a)(i) of this Article FOURTH. (ii) After such the payments shall under Section 1(a)(i) of this Article FOURTH have been made in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of the Series C Preferred Stock and the Series B Preferred Stock so as to be available for such payments, the holders of shares of the Series A Preferred Stock shall be entitled to be paid paid, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Seed Preferred Stock or Common Stock by reason of their ownership thereof, out of the remaining assets of the Corporation available for distribution to holders of the Corporation's ’s capital stock of all classes an classes, the amount equal to the greater of: (1) of $0.50 0.65 per share of the Series A Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series A Preferred Stock) plus all dividends accrued and/or declared thereon but unpaid thereonunpaid, to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock Stock, with respect to such liquidation, dissolution or winding up, or up (2) such the aggregate amount per share payable to all holders of the Series A Preferred Stock as would have been payable had in respect of all shares of the Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series A Preferred Stock pursuant to and including this Section 1(a)(ii) of this Article FOURTH, the date “Series A Liquidation Payment”). If after prior payment in full payment shall be tendered of the payments to the holders of the Series A C Preferred Stock with respect to such liquidation, dissolution or winding up. If and the Series B Preferred Stock under Section 1(a)(i) of this Article FOURTH the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series A Preferred Stock of all amounts so distributable to them, then the entire remaining assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection Section 1(a)(ii)) of this Article FOURTH. No payment shall be made with respect to the Seed Preferred Stock or the Common Stock unless and until full payment has been made to the holders of the Series A Preferred Stock of the amounts they are entitled to receive under this Section 1(a)(ii) of this Article FOURTH. (iii) After such the payments shall under Section 1(a)(ii) of this Article FOURTH have been made in full to the holders of the Series A Preferred Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of Series A Preferred Stock so as to be available for such payments, the holders of shares of the Seed Preferred Stock shall be entitled to be paid, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, out of the remaining assets of the Corporation available for distribution to holders of the Corporation’s capital stock of all classes, an amount of $0.65 per share of Seed Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Seed Preferred Stock) plus all dividends declared thereon but unpaid, to and including the date full payment shall be tendered to the holders of the Seed Preferred Stock, with respect to such liquidation, dissolution or winding up (the aggregate amount payable to all holders of Seed Preferred Stock in respect of all shares of Seed Preferred Stock pursuant to this Section 1(a)(iii) of this Article FOURTH, the “Seed Liquidation Payment”). If after prior payment in full of the payments to the holders of the Series A Preferred Stock under Section 1(a)(ii) of this Article FOURTH the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Seed Preferred Stock of all amounts so distributable to them, then the assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Seed Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Section 1(a)(iii) of this Article FOURTH. No payment shall be made with respect to the Common Stock unless and until full payment has been made to the holders of the Seed Preferred Stock of the amounts they are entitled to receive under this Section 1(a)(iii) of this Article FOURTH. (iv) After the payments under Section 1(a)(iii) of this Article FOURTH have been made in full to the holders of the Seed Preferred Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of Seed Preferred Stock so as to be available for such payments, the remaining assets of the Corporation available for distribution shall be distributed among the holders of the Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Common Stock ratably in proportion to the number of shares of Common Stock then held by themeach such holder on an as converted basis. (ivv) Upon conversion of shares of Preferred Stock into shares of Common Stock pursuant to Section 2 of this Article FOURTH below, the holders of such Common Stock shall not be entitled to any preferential payment or distribution in case of any liquidation, dissolution or winding up, but shall share ratably in any distribution of the assets of the Corporation to all the holders of Common StockStock as provided under Section 1(a)(iv) of this Article FOURTH. (vvi) The amounts Series C Liquidation Payment, the Series B Liquidation Payment, the Series A Liquidation Payment and the Seed Liquidation Payment payable with respect to shares of Preferred Stock under this Subsection l(aSection 1(a) of this Article FOURTH are sometimes hereinafter referred to as "Series C “Preferred Stock Liquidation Payments", "Series B Liquidation Payments" and "Series A Liquidation Payments", respectively, and together are sometimes hereinafter referred to as the "Liquidation Payments"”.

Liquidation Payments. (i) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), before any distribution or payment shall be made to the holders of shares any other stock of the Corporation, (a) the holders of Series C Preferred Stock and the Series B A Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's ’s capital stock of all classes the following amounts: (1) in the case of the- Series C Preferred Stock, an amount equal to the greater of: (A) $3.15 0.63 per share of the Series C A Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C A Preferred Stock) ; such price per share, the “Original Series A Per Share Price”), plus all dividends accrued or declared thereon but unpaid thereon(if any), to and including the date full payment shall be tendered to the holders of the Series C A Preferred Stock with respect to such liquidation, dissolution or winding up, or and (Bb) such amount per share of the Series C Preferred Stock as would have been payable had all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series C Preferred Stock to and including the date full payment shall be tendered to the holders of the Series C Preferred Stock with respect to such liquidation, dissolution or winding up. (2) in the case of the Series B Preferred Stock, Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to holders of the Corporation’s capital stock an amount equal to the greater of: (A) $1.50 1.43 per share of the Series B Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series B Preferred stockStock; such price per share, the “Original Series B Per Share Price”) plus all dividends accrued or declared thereon but unpaid thereon(if any), to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such liquidation, dissolution or winding up, or (B) such amount per share of the Series B Preferred Stock as would have been payable had all shares of Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series B Preferred Stock to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such liquidation, dissolution or winding up. If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series C A Preferred Stock and the Series B Preferred Stock of all amounts so distributable to themthem under this Subsection l(a)(i), then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series C A Preferred Stock and the Series B Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection l(a)(i). No payment shall be made with respect to the Common Stock unless and until full payment has been made to the holders of the Preferred Stock of the amounts that they are entitled to receive under this Subsection l(a)(i). (ii) After such the payments shall have been made described in full to the holders of the Series C Preferred Stock and the Series B Preferred Stock or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of the Series C Preferred Stock and the Series B Preferred Stock so as to be available for such payments, the holders of shares of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes an amount equal to the greater of: (1Subsection l(a)(i) $0.50 per share of the Series A Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series A Preferred Stock) plus all dividends declared but unpaid thereon, to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock with respect to such liquidation, dissolution or winding up, or (2) such amount per share of the Series A Preferred Stock as would have been payable had all shares of the Preferred Stock been converted to Common Stock immediately prior to such event of liquidation, dissolution or winding up pursuant to the provisions of Section 2 hereof, plus all dividends declared but unpaid on each share of the Series A Preferred Stock to and including the date full payment shall be tendered to the holders of the Series A Preferred Stock with respect to such liquidation, dissolution or winding up. If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Series A Preferred Stock of all amounts so distributable to them, then the entire remaining assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Subsection 1(a)(ii). (iii) After such payments shall have been made in full to the holders of the Preferred Stock, or funds necessary for such payments shall have been set aside by the Corporation in trust for the account of holders of Preferred Stock so as to be available for such paymentsStock, the remaining assets available for distribution shall be distributed among the holders of the Common Stock, Series A Preferred Stock and Series B Preferred Stock ratably in proportion to the number of shares of Common Stock then held by them or issuable to them upon conversion of the Series A Preferred Stock or Series B Preferred Stock then held by them. Such ratable distribution of the remaining assets shall continue until such time as (x) the holders of the Series A Preferred Stock have received aggregate distributions under Subsections l(a)(i) and l(a)(ii) equal to $1.89 per share (in the case of the cessation of participation of the holders of Series A Preferred Stock) and (y) the holders of the Series B Preferred Stock have received aggregate distributions under Subsections l(a)(i) and l(a)(ii) equal to $4.29 per share (in the case of the cessation of participation of the holders of Series B Preferred Stock). After such time as the holders of the Series A Preferred Stock and the Series B Preferred Stock have received distributions totaling $1.89 per share and $4.29 per share, respectively, all remaining assets shall be distributed ratably exclusively to the holders of the Common Stock (and not to any holders of Preferred Stock). (iviii) Upon conversion of shares of Preferred Stock into shares of Common Stock pursuant to Section 2 below, the holders of such Common Stock shall not be entitled to any preferential payment or distribution in case of any liquidation, dissolution or winding up, but shall share ratably in any distribution of the assets of the Corporation to all the holders of Common Stock. (viv) The amounts payable with respect to shares of Preferred Stock under this Subsection l(a) are sometimes hereinafter referred to as "Series C “Liquidation Payments".” (v) Notwithstanding the above, "Series B for purposes of determining the amount each holder of shares of Preferred Stock is entitled to receive with respect to a Liquidation Payments" and "Series A Event, each such holder of shares of a series of Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of such series into shares of Common Stock immediately prior to the Liquidation Payments"Event if, respectivelyas a result of an actual conversion, and together are sometimes hereinafter referred such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to as the "Liquidation Payments"such holder if such holder did not convert such series of Preferred Stock into shares of Common Stock. If any such holder shall be deemed to have converted shares of Preferred Stock into Common Stock pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Stock that have not converted (or have not been deemed to have converted) into shares of Common Stock.