Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in the following order:
(i) Before any distribution or payment shall be made to the holders of any Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E Preferred Shares shall be entitled to receive, with respect to the Series E Preferred Shares then held by such holder, an amount equal to the sum of:
(1) 100% of the aggregate price paid to the Company for the issuance of such Series E Preferred Shares;
(2) an amount thereon equal to a (i) 15% per annum rate of return, compounded annually, from the Closing if such Liquidation Event has been initiated pursuant to a demand made by a Series E Preferred Shareholder under Article 8(iii)(6) of the Memorandum and Articles, and (ii) otherwise, 6% per annum rate of return, compounded annually, from the Closing; and
(3) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event, the assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series E Preferred Shares, then such assets shall be distributed among the holders of the Series E Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(ii) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares under Section 11.1(b)(i), before any distribution or payment shall be made to the holders of any Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series D Preferred Shares shall be entitled to receive, with respect to the Series D Preferred Shares then held by such holder, an amount equal to the sum of:
(1) (x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares; and
Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary:
(i) Before any distribution or payment shall be made to the holders of any Ordinary Shares, each holder of Series A Preference Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preference Share then held by such holder. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A Preference Shares, then such assets shall be distributed among the holders of Series A Preference Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(ii) After distribution or payment in full of the amount distributable or payable on the Series A Preference Shares pursuant to Section 2(a)(i) of Schedule A, the remaining assets of the Company available for distribution to Shareholders shall be distributed ratably among the holders of outstanding Ordinary Shares and holders of Series A Preference Shares on an as-converted basis.
Liquidation Preferences. Upon the occurrence of any Liquidation Event, whether voluntary or involuntary, the assets of the Company legally available for distribution to the Shareholders shall be distributed in the following order:
(i) Before any distribution or payment shall be made to the holders of any Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Junior Securities, each holder of the Series E Preferred Shares shall be entitled to receive, with respect to the Series E Preferred Shares then held by such holder, an amount equal to the sum of:
Liquidation Preferences. (a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of Class A Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders an amount equal to $400.00 per share plus an amount equal to any accrued and unpaid dividends thereon to and including the date of such distribution, and no more, before any distribution shall be made to the holders of Common Stock or any other class of stock of the Corporation ranking junior to the Class A Preferred Stock as to the distribution of assets. After payment of such liquidating distributions, the holders of shares of Class A Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation.
(b) In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the Class A Preferred Stock and any other shares of Preferred Stock ranking on a parity with the Class A Preferred Stock as to the distribution of assets, the holders of Class A Preferred Stock and the holders of such other Preferred Stock shall share ratably in any distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled.
(c) The merger or consolidation of the Corporation into or with any other corporation, the merger or consolidation of any other corporation into or with the Corporation or the sale of the assets of the Corporation substantially as an entirety shall not be deemed a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 3.
Liquidation Preferences. Subject to the holders' conversion rights provided below herein, upon any liquidation (complete or partial), dissolution or winding up of the Corporation, or any similar distribution of its assets to its stockholders which results in a return of capital, whether voluntary or involuntary, the holders of the Preferred Stock shall be entitled, before any distribution or payment is made upon any Junior Securities of the Corporation, to be paid out of the assets of the Corporation available for distribution to its stockholders (whether from capital, surplus or earnings) an amount in cash equal to the sum of (i) the aggregate Liquidation Value of all shares of Preferred Stock then Outstanding, plus (ii) all accrued unpaid dividends on such shares, and shall not be entitled to any further payment. Written notice of such liquidation, dissolution, winding up or other distribution of assets, stating a payment date, the amount of the payment and the place where the amounts distributable shall be payable, shall be mailed by certified or registered mail, return receipt requested, not less than 60 days prior to the payment date stated therein, to each record holder of any share of Preferred Stock entitled thereto at the address for such record holder shown on the Corporation's records. Neither the consolidation nor merger of the Corporation into or with any other corporation or corporations, nor the sale or transfer by the Corporation of all or any part of its assets, shall be deemed to be a liquidation, dissolution, winding up or similar distribution of the Corporation within the meaning of any of the provisions of this Section 2. The Preferred Stock shall rank junior to the Corporation's Series A and Series B Convertible Preferred Stock.
Liquidation Preferences. (a) Upon any “Liquidating Transaction” (hereinafter defined), the holders of the A- Preferred shall be entitled, before payment to holders of any other securities of the Company, to an amount equal in value to one million ($1,000,000) dollars to be distributed on a pro rata basis, based upon the number of shares of Preferred Stock issued and outstanding. The holders of Series A Preferred Stock shall then participate with the holders of the Common Stock on an as converted to Common Stock basis in the distribution of all of the remaining proceeds available upon the completion of a Liquidation Transaction.
(b) For purposes of this Agreement, a “Liquidating Transaction” of the Company shall mean a (i) voluntary or involuntary liquidation, dissolution or winding up of the Company, (ii) the sale, transfer, conveyance, other disposal, exclusive lease, exclusive license or other disposition of all or substantially all of the assets, property or business of the Company, (iii) the effectuation of a transaction or series of related transactions in which more than fifty (50%) percent of the voting power of the Company is disposed of (other than as a direct result of normal, uncoordinated trading activities in the Common Stock generally), (iv) a transaction or series of transactions in which any person or “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquires more than fifty (50%) percent of the voting equity of the Corporation, or (v) a transaction or series of transactions that constitutes or results in a “going private transaction” (as defined in Rule 13(e)-3 promulgated pursuant to the Securities Exchange Act of 1934 and the regulations of the Commission issued thereunder).
Liquidation Preferences. (a) Subject to clause 3.1(b) below, the holders of each share of Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, an amount per share equal to the Original Issue Price for each such series of Preferred Stock, respectively, plus
Liquidation Preferences. The holders of each share of Series C Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, or on any shares of any other series or class of preferred stock hereafter created with a liquidation preference senior to the Common Stock, an amount per share equal to 1.0 times the Original Issue Price (as adjusted for stock splits, stock dividends, and the like) for the Series C Preferred Stock, plus all declared but unpaid dividends thereon.
Liquidation Preferences. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series II Preferred Stock shall be entitled to receive, for each share thereof, the sum of $25 together with accrued and unpaid dividends, before any distribution of the assets shall be made to the holders of the Preference Stock, the Common Stock or stock of any other class ranking junior as to assets in liquidation to the Series II Preferred Stock; but the holders of the Series II Preferred Stock shall be entitled to no further participation in such distribution.
Liquidation Preferences. A. Upon liquidation or dissolution of the Company, the holders of Series A Preferred Shares shall be entitled to be preferentially paid out of the remaining assets of the Company available for distribution to its shareholders ("Distributable Assets"), an amount equal to the sum of (a) 4,550 Won and (b) any declared but unpaid dividends on the Series A Preferred Shares, for each Series A Preferred Share (the "Series A Liquidation Preference"); provided, however, that (i) in the event of stock split or bonus issuance (each, a "Downward Adjustment Event"), each time there is a Downward Adjustment Event, the foregoing price of the Series A Preferred Share shall be downwardly adjusted, taking into account the number of Series A Preferred Shares increased as a result of the Downward Adjustment Event; and (ii) in the event of reverse stock split or consolidation (each, an "Upward Adjustment Event"), each time there is an Upward Adjustment Event, the foregoing price of the Series A Preferred Share shall be upwardly adjusted, taking into account the number of Series A Preferred Shares decreased as a result of the Upward Adjustment Event.
B. The liquidation priorities of the Preferred Shares shall be the same. In the event that the Distributable Assets are insufficient to pay both the Series A Liquidation Preference and the Series B Liquidation Preference (as defined in Paragraph (2)A of Article 7-2 below), then the Distributable Assets shall be allocated among the holders of the Series A Preferred Shares and the Series B Preferred Shares according to the following formulas:
(a) For each holder of the Series A Preferred Shares: Distributable Assets multiplied by (the Series A Liquidation Preference associated with such holder's Series A Preferred Share divided by the sum of the aggregate Series A Liquidation Preference and the aggregate Series B Liquidation Preference).
(b) For each holder of the Series B Preferred Shares: Distributable Assets multiplied by (the Series B Liquidation Preference associated with such holder's Series B Preferred Share divided by the sum of the aggregate Series A Liquidation Preference and the aggregate Series B Liquidation Preference).
C. After the payment of all preferential amounts required to be paid to the holders of the Preferred Shares upon the liquidation or dissolution of the Company, all of the remaining Distributable Assets shall be distributed ratably among the holders of the Company's common stock.
