Liquidation Preference Exception Clause Samples

Liquidation Preference Exception. In the event that there is a Deemed Liquidation Event and the implied valuation of the Group Companies therein is no less than US$653 million, it is provided in Article 8.2.B of the Memorandum and Articles that any proceeds, whether in cash or properties, resulting from such Deemed Liquidation Event shall be distributed ratably among all Members (as defined in the Memorandum and Articles) according to the relative number of Ordinary Shares held by such Member (on an as converted basis) (the “Liquidation Preference Exception”), provided, however, that all the parties hereby acknowledge and agree as follows: (i) the proceeds receivable by MTL in respect of and limited to the extent of, the Series C Preferred Shares held by MTL (which for the avoidance of doubt shall be exclusive of the Ordinary Shares held by MTL) shall be such amount as if there is no Liquidation Preference Exception (the “MTL Preference Amount”), and if the proceeds receivable by MTL with the Liquidation Preference Exception applicable to all Members (including ▇▇▇ and MTL) is less than the MTL Preference Amount, such difference shall be deducted ratably from the proceeds receivable by all the Members (exclusive of ▇▇▇) and shall be allocated directly to MTL when distributing the proceeds; (ii) the proceeds receivable by ▇▇▇ shall be such amount as if there is no Liquidation Preference Exception (the “▇▇▇ Preference Amount”), and if the proceeds receivable by ▇▇▇ with the Liquidation Preference Exception applicable to all Members (including ▇▇▇ and MTL) is less than the ▇▇▇ Preference Amount, such difference shall be deducted from the proceeds receivable by MTL in the Deemed Liquidation Event (in respect of its Series C Preferred Shares and Ordinary Shares) and shall be allocated directly to ▇▇▇ (without being withheld by MTL) when distributing the proceeds; and (iii) Notwithstanding anything to the contrary under Article 8.2.B of the Memorandum and Articles, (A) if the implied valuation of the Group Companies under a Deemed Liquidation Event is no less than US$653 million and no more than US$750 million, any proceeds, whether in cash or properties, resulting from such Deed Liquidation Event shall be distributed to the Shareholders as followings: (a) firstly, the Series E Holders shall be entitled to receive for the Series E Preference Amount (as defined in the Memorandum and Articles), (b) secondly, after full payment of the Series E Preference Amount to all the Series E Holders, the Seri...