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
Appears in 5 contracts
Samples: Share Purchase Agreement (eHi Car Services LTD), Investors’ Rights Agreement (eHi Car Services LTD), Share Purchase Agreement (eHi Car Services LTD)
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in the following order:
(i1) Before any distribution or payment shall be made to the holders of any Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Ordinary Shares, Series A Preferred Shares, Class A Series B Preferred Shares or Common Series C Preferred Shares, each holder of the Series E D Preferred Shares shall be entitled to receivereceive an amount equal to one hundred and thirty percent (130%) of the Original Series D Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect to the thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series E D Preferred Shares Share 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 Eventliquidation, distribution, or winding up, 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 D Preferred Shares, then such assets shall be distributed among the holders of the Series E D Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(ii2) After setting aside distribution or paying payment in full the amounts due to the holders of the amount distributable or payable on the Series E D Preferred Shares under Section 11.1(b)(i), pursuant to Clause 9(b)(i)(1) and before any distribution or payment shall be made to the holders of any Ordinary Shares, Series A Preferred Shares or Series B Preferred Shares, each holder of Series C Preferred Shares shall be entitled to receive an amount equal to one hundred and thirty percent (130%) of the Original Series C 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 C Preferred 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 C Preferred Shares, then such assets shall be distributed among the holders of Series C Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(3) After distribution or payment in full of the amount distributable or payable on the Series D Preferred Shares and Series C Preferred Shares pursuant to Clauses 9(b)(i)(1) and 9(b)(i)(2) and before any distribution or payment shall be made to the holders of any Ordinary Shares or Series A Preferred Shares, each holder of Series B Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series B 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 B Preferred 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 B Preferred Shares, then such assets shall be distributed among the holders of Series B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(4) After distribution or payment in full of the amount distributable or payable on the Series D Preferred Shares, Series C Preferred Shares and Series B Preferred Shares pursuant to Clauses 9(b)(i)(1), 9(b)(i)(2) and 9(b)(i)(3) and before any distribution or payment shall be made to the holders of any Ordinary Shares, Series A-1 Preferred Shares or Series A-2 Preferred Shares, each holder of Series A-3 Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A-3 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-3 Preferred 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-3 Preferred Shares, then such assets shall be distributed among the holders of Series A-3 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(5) After distribution or payment in full of the amount distributable or payable on the Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Shares and Series A Preferred Shares, Class A A-3 Preferred Shares pursuant to Clause 9(b)(i)(1), 9(b)(i)(2), 9(b)(i)(3) and 9(b)(i)(4) and before any distribution or Common payment shall be made to the holders of any Ordinary Shares, each holder of the Series D A-1 Preferred Shares and each holder of Series A-2 Preferred Shares shall be entitled to receivereceive on a pari passu basis an amount equal to one hundred fifty percent (150%) of the Original Series A-1 Issue Price or the Original Series A-2 Issue Price (as the case may be) (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect to thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A-1 Preferred Share or Series A-2 Preferred Share, as the Series D Preferred Shares case may be, then held by such holder. If, an amount equal 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-1 Preferred Shares and Series A-2 Preferred Shares, then such assets shall be distributed among the holders of Series A-1 Preferred Shares and Series A-2 Preferred Shares, ratably in proportion to the sum of:full amounts to which they would otherwise be respectively entitled thereon.
(16) (x) 100% After distribution or payment in full of the aggregate price paid amount distributable or payable on the Preferred Shares pursuant to Clause 9(b)(i)(1), Clause 9(b)(i)(2), Clause 9(b)(i)(3), Clause 9(b)(i)(4) and Clause 9(b)(i)(5) the remaining assets of the Company available for distribution to Shareholders shall first be used to pay any accrued but unpaid dividends on other shares and then be distributed ratably among the issuance holders of such Series D outstanding Ordinary Shares and holders of Preferred Shares; andShares on an as-converted basis.
Appears in 2 contracts
Samples: Series D Preferred Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.)
Liquidation Preferences. (a) Upon In the occurrence event of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution or winding up of any Group Company, or the cessation of the Companybusiness of the Group or of a substantial portion of the business of the Group (the “Liquidation Event”), whether voluntary or involuntary, or any Deemed Liquidation Event (unless waived in writing by the holders of at least 75% of the voting power of the then outstanding Preferred Shares (voting together as a single class and on an as converted basis)), all assets and funds resulting from such Liquidation Event or Deemed Liquidation Event that are legally available for distribution to the Members of the Company (after satisfaction of all creditors’ claims and claims that may be preferred by law including those related to employees and taxation) shall be distributed to the Members of the Company as follows:
(a) First, the holders of the Series C Preferred Shares then outstanding shall be entitled to receive with respect to each Series C Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series B Preferred Shares, Series A Preferred Shares or Ordinary Shares by reason of their ownership of such shares, the amount equal to 100% of its Original Issue Price. If the assets and funds thus distributed among the holders of the Series C Preferred Shares shall be insufficient to permit the payment to such holders of the full amounts payable pursuant to this subparagraph (a), then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Shares in proportion to the following order:amount each such holder is otherwise entitled to receive pursuant to this subparagraph (a).
(ib) Before Second, if there are any distribution assets or funds remaining after the payment shall be made has been distributed or paid in full to the holders of any Series D Preferred Shares, the Series C Preferred SharesShares pursuant to Section 12.11(i)(a), the holders of the Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E Preferred Shares then outstanding shall be entitled to receive, receive with respect to the each Series E B Preferred Shares then Share held by such holder, an on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series A Preferred Shares or Ordinary Shares by reason of their ownership of such shares, the amount equal to the sum of:
(1) 100% of its Original Issue Price. If the aggregate price paid assets and funds thus distributed among the holders of the Series B Preferred Shares shall be insufficient to permit the Company for payment to such holders of 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 full amounts payable pursuant to a demand made by a Series E Preferred Shareholder under Article 8(iii)(6) of this subparagraph (b), then the Memorandum entire assets 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 funds of the Company legally available for distribution shall be insufficient to make payment distributed ratably among the holders of the foregoing amounts Series B Preferred Shares in proportion to the amount each such holder is otherwise entitled to receive pursuant to this subparagraph (b).
(c) Third, if there are any assets or funds remaining after the payment has been distributed or paid in full on all to the holders of the Series E B Preferred SharesShares pursuant to Section 12.11(i)(b), the holders of the Series A Preferred Shares then such assets outstanding shall be entitled to receive with respect to each Series A Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Ordinary Shares by reason of their ownership of such shares, the amount equal to 100% of its Original Issue Price. If the assets and funds thus distributed among the holders of the Series E A Preferred SharesShares shall be insufficient to permit the payment to such holders of the full amounts payable pursuant to this subparagraph (c), then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Shares in proportion to the full amounts amount each such holder is otherwise entitled to which they would otherwise be respectively entitled thereonreceive pursuant to this subparagraph (c).
(iid) After setting aside Fourth, if there are any assets or paying funds remaining after the payment has been distributed or paid in full the amounts due to the holders of the Series E Preferred A Shares under pursuant to Section 11.1(b)(i12.11(i)(c), before any distribution or payment shall be made to the holders of any the 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, receive with respect to the each Series D C Preferred Shares then held Share by reason of their ownership of such holder, an amount equal to the sum of:
(1) (x) 100shares a simple interest accruing on such Series C Preferred Share at 6% of its Original Issue Price per annum from the aggregate price paid to the Company for the date of issuance of such Series D C Preferred Shares; andShare to the date of distribution of such amount. If the assets and funds thus distributed among the holders of the Series C Preferred Shares shall be insufficient to permit the payment to such holders of the full amounts payable pursuant to this subparagraph (d), then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Shares in proportion to the amount each such holder is otherwise entitled to receive pursuant to this subparagraph (d).
(e) Fifth, if there are any assets or funds remaining after the payment has been distributed or paid in full to the holders of the Series C Preferred Shares pursuant to Section 12.11(i)(d), the holders of the Series B Preferred Shares shall be entitled to receive with respect to each Series B Preferred Share by reason of their ownership of such shares a simple interest accruing on such Series B Preferred Share at 6% of its Original Issue Price per annum from the date of issuance of such Series B Preferred Share to the date of distribution of such amount. If the assets and funds thus distributed among the holders of the Series B Preferred Shares shall be insufficient to permit the payment to such holders of the full amounts payable pursuant to this subparagraph (e), then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Shares in proportion to the amount each such holder is otherwise entitled to receive pursuant to this subparagraph (e).
(f) Sixth, if there are any assets or funds remaining after the payment has been distributed or paid in full to the holders of the Series B Shares pursuant to Section 12.11(i)(e), the holders of the Series A Preferred Shares shall be entitled to receive with respect to each Series A Preferred Share by reason of their ownership of such shares a simple interest accruing on such Series A Preferred Share at 6% of its Original Issue Price per annum from the date of issuance of such Series A Preferred Share to the date of distribution of such amount. If the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full amounts payable pursuant to this subparagraph (f), then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Shares in proportion to the amount each such holder is otherwise entitled to receive pursuant to this subparagraph (f).
(g) Seventh, if there are any assets or funds remaining after the payment has been distributed or paid in full to the applicable holders of each series of Preferred Shares pursuant to Sections 12.11(i)(a) through 12.11(i)(f), the remaining assets and funds of the Company available for distribution to the Members of the Company shall be distributed ratably among all Members according to the relative number of Ordinary Shares held by such Member (treating for this Section 12.11(i)(g) all Preferred Shares as if they had been converted to Ordinary Shares immediately prior to such Liquidation Event or Deemed Liquidation Event of the Company). If the assets and funds thus distributed among all Members shall be insufficient to permit the payment to such holders of the full amounts payable pursuant to this subparagraph (g), then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among all Members in proportion to amount each such Member is otherwise entitled to receive pursuant to this subparagraph (g).
Appears in 2 contracts
Samples: Shareholder Agreement (Adagene Inc.), Shareholder Agreement (Adagene Inc.)
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in the following order:
(i1) Before any distribution or payment shall be made to the holders of any Series D Preferred Ordinary Shares, Series C A Preferred Shares, Shares or Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E C Preferred Shares shall be entitled to receivereceive on a pari passu basis an amount equal to one hundred and thirty percent (130%) of the Original Series C Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect to the thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series E C Preferred Shares Share 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 Eventliquidation, distribution, or winding up, 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 C Preferred Shares, then such assets shall be distributed among the holders of the Series E C Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(ii2) After setting aside distribution or paying payment in full the amounts due to the holders of the amount distributable or payable on the Series E C Preferred Shares under Section 11.1(b)(i), pursuant to Clause 9(b)(i)(1) and before any distribution or payment shall be made to the holders of any Ordinary Shares or Series A Preferred Shares, each holder of Series B Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series B 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 B Preferred 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 B Preferred Shares, then such assets shall be distributed among the holders of Series B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(3) After distribution or payment in full of the amount distributable or payable on the Series C Preferred Shares and Series B Preferred Shares pursuant to Clause 9(b)(i)(1) and 9(b)(i)(2) and before any distribution or payment shall be made to the holders of any Ordinary Shares, Series A-1 Preferred Shares or Series A-2 Preferred Shares, each holder of Series A-3 Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A-3 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-3 Preferred 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-3 Preferred Shares, then such assets shall be distributed among the holders of Series A-3 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(4) After distribution or payment in full of the amount distributable or payable on the Series C Preferred Shares, Series B Preferred Shares, Shares and Series A Preferred Shares, Class A A-3 Preferred Shares pursuant to Clause 9(b)(i)(1), 9(b)(i)(2) and 9(b)(i)(3) and before any distribution or Common payment shall be made to the holders of any Ordinary Shares, each holder of the Series D A-1 Preferred Shares and each holder of Series A-2 Preferred Shares shall be entitled to receivereceive on a pari passu basis an amount equal to one hundred fifty percent (150%) of the Original Series A-1 Issue Price or the Original Series A-2 Issue Price (as the case may be) (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect to thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A-1 Preferred Share or Series A-2 Preferred Share, as the Series D Preferred Shares case may be, then held by such holder. If, an amount equal 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-1 Preferred Shares and Series A-2 Preferred Shares, then such assets shall be distributed among the holders of Series A-1 Preferred Shares and Series A-2 Preferred Shares, ratably in proportion to the sum of:full amounts to which they would otherwise be respectively entitled thereon.
(15) (x) 100% After distribution or payment in full of the aggregate price paid amount distributable or payable on the Preferred Shares pursuant to Clause 9(b)(i)(1), Clause 9(b)(i)(2), Clause 9(b)(i)(3) and Clause 9(b)(i)(4), the remaining assets of the Company available for distribution to Shareholders shall first be used to pay any accrued but unpaid dividends on other shares and then be distributed ratably among the issuance holders of such Series D outstanding Ordinary Shares and holders of Preferred Shares; andShares on an as-converted basis.
Appears in 2 contracts
Samples: Series C Preferred Share Purchase Agreement (Momo Inc.), Series C Preferred Share Purchase Agreement (Momo Inc.)
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in the following order:
(iA) Before any distribution or payment shall be made to the holders of any Series D Preferred A Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Common Shares or Common Sharesany other classes of securities, each holder of the Series E Preferred B Shares shall be entitled to receive, on parity with respect each other, an amount equal to one hundred and fifty percent (150%) of the Series E Preferred Shares B Original Issue Price per Series B Share 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) plus all dividends declared and unpaid with respect to such sharesthereto (the “Series B Preference Amount”). If, upon any such Liquidation Eventliquidation, distribution, or winding up, the assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all Series B Shares of the Series E Preferred SharesB Preference Amount, then such assets shall be distributed among the holders of the Series E Preferred B Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(iiB) After setting aside distribution or paying in full the amounts due to the holders payment of the Series E Preferred Shares under Section 11.1(b)(i), B Preference Amount pursuant to the preceding paragraph and before any distribution or payment shall be made to the holders of Common Shares or any Series C Preferred Shares, other classes of securities (other than Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares), each holder of the Series D Preferred A Shares shall be entitled to receive, on parity with respect each other, an amount equal to one hundred and fifty percent (150%) of the Series D Preferred Shares A Original Issue Price per Series A Share then held by such holder, plus all dividends declared and unpaid with respect thereto (the “Series A Preference Amount”). If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full on all Series A Shares of the Series A Preference Amount, then such assets shall be distributed among the holders of Series A Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(C) After distribution or payment of the Series A Preference Amount pursuant to the preceding paragraph, the remaining assets of the Company available for distribution to the members shall be distributed among the holders of all classes of securities of the Company pro rata based on the number of Common Shares, Series A Shares and Series B Shares (on an as-converted basis) held respectively by each, provided that the holders of Series A Shares shall not be entitled to receive any further distribution or payment of the remaining assets of the Company available for distribution when such holders of Series A Shares have received an amount (inclusive of the Series A Preference Amount) equal to the sum of:
three hundred percent (1300%) (x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares; andA Original Issue Price, in aggregate.
Appears in 1 contract
Liquidation Preferences. (a) Upon Notwithstanding anything to the occurrence contrary contained in Article 8.1, in the event of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all assets and funds of the Company legally available for distribution to the Members (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the Members of the Company as follows:
(1) The holders of the Series C+ Preferred Shares shall be entitled to receive for each Series C+ Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any Series C Preferred Shares, the holders of any Series B+ Preferred Shares, the holders of any Series B Preferred Shares, the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, or any other class or series of shares by reason of their ownership of such shares, an amount equal to one hundred and fifty percent (150%) of the Series C+ Issue Price, plus all accrued or declared but unpaid dividends on such Series C+ Preferred Share (collectively, the “Series C+ Preference Amount”). If the assets and funds legally available for distribution shall be insufficient to permit the payment to all holders of Series C+ Preferred Shares the full Series C+ Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series C+ Preferred Shares in proportion to the following order:aggregate Series C+ Preference Amount each such holder is otherwise entitled to receive pursuant to this Article 8.2(A)(1).
(i2) Before If there are any assets or funds remaining after the aggregate Series C+ Preference Amount has been distributed or paid in full to the holders of the Series C+ Preferred Shares pursuant to Article 8.2(A)(1) above, the holders of the Series C Preferred Shares shall be entitled to receive for each Series C Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or payment shall be made funds of the Company to the holders of any Series D B+ Preferred Shares, Series C Preferred Shares, the holders of any Series B Preferred Shares, the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, Class A Preferred Shares or Common Shares, each holder any other class or series of the Series E Preferred Shares shall be entitled to receive, with respect to the Series E Preferred Shares then held shares by reason of their ownership of such holdershares, an amount equal to the sum of:
one hundred and fifty percent (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)(6150%) of the Memorandum and ArticlesSeries C Issue Price, and plus all accrued or declared but unpaid dividends on such Series C Preferred Share (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 Eventcollectively, the “Series C Preference Amount”). If the assets and funds legally available for distribution shall be insufficient to permit the payment to all holders of Series C Preferred Shares the full Series C Preference Amount, then the entire assets and funds 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 pro rata among the holders of the Series E C Preferred Shares, ratably Shares in proportion to the full amounts aggregate Series C Preference Amount each such holder is otherwise entitled to which they would otherwise be respectively entitled thereonreceive pursuant to this Article 8.2(A)(2).
(ii3) After setting aside If there are any assets or paying funds remaining after the aggregate Series C+ Preference Amount and the aggregate Series C Preference Amount has been distributed or paid in full the amounts due to the holders of the Series E C+ Preferred Shares under Section 11.1(b)(i)and the holders of the Series C Preferred Shares respectively pursuant to Article 8.2(A)(1) and 8.2(A)(2) above, before the holders of the Series B+ Preferred Shares shall be entitled to receive for each Series B+ Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or payment shall be made funds of the Company to the holders of any Series C Preferred Shares, Series B Preferred Shares, the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, Class A Preferred Shares or Common Sharesany other class or series of shares by reason of their ownership of such shares, each holder an amount equal to one hundred and fifty percent (150%) of the Series D B+ Issue Price, plus all accrued or declared but unpaid dividends on such Series B+ Preferred Share (collectively, the “Series B+ Preference Amount”). If the assets and funds legally available for distribution shall be insufficient to permit the payment to all holders of Series B+ Preferred Shares the full Series B+ Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series B+ Preferred Shares in proportion to the aggregate Series B+ Preference Amount each such holder is otherwise entitled to receive pursuant to this Article 8.2(A)(3).
(4) If there are any assets or funds remaining after the aggregate Series C+ Preference Amount, the aggregate Series C Preference Amount and the aggregate Series B+ Preference Amount have been distributed or paid in full to the holders of Series C+ Preferred Shares, the holders of Series C Preferred Shares and the holders of Series B+ Preferred Shares respectively pursuant to Articles 8.2(A)(1), 8.2(A)(2) and 8.2(A)(3) above, the holders of the Series B Preferred Shares shall be entitled to receive, with respect to the receive for each Series D B Preferred Shares then Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any Series A Preferred Shares and the holders of any Ordinary Shares, or any other class or series of shares by reason of their ownership of such shares, an amount equal to one hundred and fifty percent (150%) of the sum of:Series B Issue Price, plus all accrued or declared but unpaid dividends on such Series B Preferred Share (collectively, the “Series B Preference Amount”). If the assets and funds legally available for distribution shall be insufficient to permit the payment to all holders of Series B Preferred Shares the full Series B Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series B Preferred Shares in proportion to the aggregate Series B Preference Amount each such holder is otherwise entitled to receive pursuant to this Article 8.2(A)(4).
(15) (xIf there are any assets or funds remaining after the aggregate Series C+ Preference Amount, the aggregate Series C Preference Amount, the aggregate Series B+ Preference Amount and the aggregate Series B Preference Amount have been distributed or paid in full to the holders of Series C+ Preferred Shares, the holders of Series C Preferred Shares, the holders of Series B+ Preferred Shares and the holders of Series B Preferred Shares respectively pursuant to Articles 8.2(A)(1), 8.2(A)(2), 8.2(A)(3) 100% and 8.2(A)(4) above, the holders of the aggregate price paid Series A Preferred Shares shall be entitled to receive for each Series A Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the Company for the issuance holders of any Ordinary Shares, or any other class or series of shares by reason of their ownership of such shares, an amount equal to one hundred and fifty percent (150%) of the Series D A Issue Price, plus all accrued or declared but unpaid dividends on such Series A Preferred Share (collectively, the “Series A Preference Amount”). If the assets and funds legally available for distribution shall be insufficient to permit the payment to all holders of Series A Preferred Shares the full Series A Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the aggregate Series A Preference Amount each such holder is otherwise entitled to receive pursuant to this Article 8.2(A)(5).
(6) If there are any assets or funds remaining after the aggregate Series C+ Preference Amount, the aggregate Series C Preference Amount, the aggregate Series B+ Preference Amount, the aggregate Series B Preference Amount and the aggregate Series A Preference Amount have been distributed or paid in full to the holders of Series C+ Preferred Shares; and, the holders of Series C Preferred Shares, the holders of Series B+ Preferred Shares, the holders of Series B Preferred Shares and the holders of Series A Preferred Shares respectively pursuant to Articles 8.2(A)(1), 8.2(A)(2), 8.2(A)(3), 8.2(A)(4) and 8.2(A)(5) above, the remaining assets and funds of the Company available for distribution to the Members shall be distributed pro rata among all Members based on the number of Ordinary Shares held by such Member (including Preferred Shares on as-converted basis).
Appears in 1 contract
Samples: Fourth Amended and Restated Memorandum and Articles of Association (Agora, Inc.)
Liquidation Preferences. (a) Upon the occurrence of any If a Deemed Liquidation Event (as defined in Section 11.1(b) below) of the Companyoccurs, whether voluntary or involuntary, the all assets and funds of the Company and/or all proceeds arising from the Deemed Liquidation Event legally available for distribution to the Shareholders and Warrant Holders (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed in to the following orderShareholders and Warrant Holders as follows:
(ia) Before any distribution or payment shall be made to the holders of any Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Ordinary Shares, Series A Preferred Shares, Class A Series B Preferred Shares or Common Shares, each holder Shares of any other class or series of the Company, the Series E Preferred Shares C Holders shall be entitled to elect and receive, on parity with respect to the Series E Preferred Shares then held by such holdereach other, either (i) on a per-share basis, (1) an amount equal to the sum of:
Series C Issue Price plus a simple non-compounded interest of ten percent (110%) 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 returnon the Series C Issue Price, 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 calculated with respect to such sharesSeries C Holder, from the date on which such Series C Preferred Share was issued up until the date such Series C Holder receives all the amount due pursuant to this Section 9.01(c), or with respect to the Warrant Holder, from the date on which such Warrant was issued until the date such Warrant Holder receives all the amount due pursuant to this Section 9.01(c), and (2) all declared but unpaid dividends relating to such Series C Preferred Share, or (ii) such Series C Holder’s pro rata share of the assets and funds of the Company as of the date such Series C Holder receives all the amount due pursuant to this Section 9.01(c) (the “Series C Preferred Liquidation Preference”). The “pro rata share” in this Section 9.01(c) shall be a fraction, the numerator of which is the total number of Series C Preferred Shares held by such Series C Holder, and the denominator of which is the total number of Equity Securities of the Company, in each case on an as-converted and fully diluted basis (disregarding any then-unexercised warrants other than the Warrants) as of the date such holder of Series C Preferred Shares receives all the amount due pursuant to this Section 9.01(c). If, upon any such Deemed Liquidation Event, the assets and funds of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series E C Preferred Shares, then such assets and funds shall be distributed among the holders of the such Series E C Preferred Shares, Shares ratably in proportion to the full amounts amount to which they would otherwise be respectively entitled thereon.
(iib) After setting aside distribution or paying payment in full of the amounts due amount distributable or payable on the Series C Preferred Shares pursuant to the holders provisions of the Series E Preferred Shares under Section 11.1(b)(i), 9.01(a) and before any distribution or payment shall be made to the holders of any Ordinary Shares, Series A Preferred Shares or Shares of any other class or series (other than the Series C Preferred Shares) of the Company, the Series B Holder(s) shall be entitled to elect and receive, on parity with each other, either (i) on a per-share basis, (1) an amount equal to the Series B Issue Price plus a simple non-compounded interest of ten percent (10%) per annum on the Series B Issue Price, calculated with respect to such Series B Holder, from the date on which such Series B Preferred Share was issued up until the date such Series B Holder receives all the amount due pursuant to this Section 9.01(a), and (2) all declared but unpaid dividends relating to such Series B Preferred Share, or (ii) such Series B Holder’s pro rata share of the assets and the funds of the Company as of the date such Series B Holder receives all the amount due pursuant to this Section 9.01(a) (the “Series B Preferred Liquidation Preference”). The “pro rata share” in this Section 9.01(a) shall be a fraction, the numerator of which is the total number of Series B Preferred Shares held by such Series B Holder, and the denominator of which is the total number of Equity Securities of the Company, in each case on an as-converted and fully diluted basis (disregarding any then-unexercised warrants other than the Warrants) as of the date such Series B Holder receives all the amount due pursuant to this Section 9.01(a). If, upon any such Deemed Liquidation Event, the assets and the funds of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series B Preferred Shares, then such assets and funds shall be distributed among the holders of such Series B Preferred Shares ratably in proportion to the full amount to which they would otherwise be respectively entitled thereon.
(c) After distribution or payment in full of the amount distributable or payable on the Series C Preferred Shares pursuant to the provisions of Section 9.01(a) and the Series B Preferred Shares pursuant to the provisions of Section 9.01(a) and before any distribution or payment shall be made to the holders of any Ordinary Shares or Shares of any other class or series (other than the Series C Preferred Shares and the Series B Preferred Shares) of the Company, the Series A Holders (including the holders of Series A Preferred Shares on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB, in accordance with and subject to Section 9.01(e)) shall be entitled to elect and receive, on parity with each other, either (i) on a per-share basis, (1) an amount equal to the Series A Issue Price plus a simple non-compounded interest of ten percent (10%) per annum on the Series A Issue Price, calculated with respect to such Series A Holder, from the date on which such Series A Preferred Share was issued up until the date such Series A Holder receives all the amount due pursuant to this Section 9.01(c), or with respect to the Warrant Holder, from the date on which such Warrant was issued until the date such Warrant Holder receives all the amount due pursuant to this Section 9.01(c), and (2) all declared but unpaid dividends relating to such Series A Preferred Share, or (ii) such Series A Holder’s pro rata share of the assets and funds of the Company as of the date such Series A Holder receives all the amount due pursuant to this Section 9.01(c) (the “Series A Preferred Liquidation Preference”). The “pro rata share” in this Section 9.01(c) shall be a fraction, the numerator of which is the total number of Series A Preferred Shares held by such Series A Holder, and the denominator of which is the total number of Equity Securities of the Company, in each case on an as-converted and fully diluted basis (disregarding any then-unexercised warrants other than the Warrants) as of the date such holder of Series A Preferred Shares receives all the amount due pursuant to this Section 9.01(c). If, upon any such Deemed Liquidation Event, the assets and funds of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A Preferred Shares, Class then such assets and funds shall be distributed among the holders of such Series A Preferred Shares ratably in proportion to the full amount to which they would otherwise be respectively entitled thereon.
(d) After distribution or Common Sharespayment in full of the amount distributable or payable on the Series A Preferred Shares pursuant to the provisions of Section 9.01(c), the remaining assets and funds of the Company available for distribution to the Shareholders shall be distributed ratably among all the holders of Ordinary Shares in proportion to the number of Shares held by them on an as-converted and fully diluted basis (disregarding any then-unexercised warrants other than the Warrants).
(e) The parties acknowledge that to the fullest extent permitted by the laws of the Cayman Islands, in connection with a Deemed Liquidation Event pursuant to this Section 9.01, it is intended that each Warrant Holder be entitled to the Series C Preferred Liquidation Preference or the Series A Preferred Liquidation Preference (as applicable) either upon the exercise of the Warrant or on an as-exercised basis with respect to the Warrants that have been paid in RMB. Therefore, each holder Warrant Holder shall be entitled (but not obligated) to elect to (i) exercise the relevant Warrant, immediately before the closing of such Deemed Liquidation Event, and thereafter be entitled to liquidation preference as the Series C Holder or the Series A Holder pursuant to this Section 9.01, (ii) request that the Company issue the Series C Preferred Shares or the Series A Preferred Shares underlying such Warrant to such Warrant Holder in exchange for the exercise of the Warrant and the repayment of the applicable Convertible Note, and thereafter be entitled to liquidation preference as the Series C Holder or the Series A Holder pursuant to this Section 9.01, or (iii) request that the Company use its commercially reasonable efforts to procure that the Warrant Holder will receive distribution pursuant to Section 9.01(c) and Section 9.01(c) above in an amount that such Warrant Holder would have received had the Warrant been exercised immediately before the closing of such Deemed Liquidation Event (including, for example, through repayment of the applicable Convertible Note to such Warrant Holder or its designated PRC Affiliate in an RMB amount equivalent to the U.S. dollar amount that such Warrant Holder would have received had the Warrant been exercised immediately before the closing of such Deemed Liquidation Event); provided that the Company shall not be obligated to take any action that in the good-faith belief of the Company would be in violation of any applicable law or result in adverse tax consequences with respect to the Company. Notwithstanding anything to the contrary herein, in connection with a Deemed Liquidation Event pursuant to this Section 9.01, it is intended that when and in the event that Momo is entitled to the payment of the Series D C Preferred Liquidation Preference for the Series C Preferred Shares it holds in accordance with this Section 9.01, the Company shall (i) pay to Momo the Series C Preferred Liquidation Preference (plus any distribution entitled to Momo pursuant to Section 9.01(d)) after the deduction of the initial principal amount under the Promissory Note; (ii) designate one or more of its Subsidiaries to pay to Momo’s PRC onshore Affiliate (which is the party to the Convertible Note Agreements) the respective principal amount (in RMB) under Convertible Note Agreements, upon which Momo shall acknowledge and agree that, such amount under the Convertible Note Agreements have been fully repaid and the Series C Preferred Liquidation Preference (and any distribution entitled to Momo pursuant to Section 9.01(d)) shall be deemed to have been fully paid upon the completion of the payments in (i) and (ii), and the principal amount under the Promissory Note shall decrease by the amount equal to the initial principal amount under the Promissory Note, and Momo shall not have any right or claim against the Company or its Affiliates on any part of the Series C Preferred Liquidation Preference or any participating liquidation amount, or any tax or expenses incurred by or arising out of the foregoing arrangement. The Company shall be entitled to receiveredeem, forfeit and cancel the Series C Preferred Shares held by Momo simultaneously with respect or after the completion of the foregoing payment to Momo or its Affiliate, if and to the Series D extent that upon the relevant Deemed Liquidation Event and distribution of liquidation preference amounts, other 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; andwill be redeemed, forfeited or cancelled.
Appears in 1 contract
Samples: Shareholder Agreement (Daojia LTD)
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other Liquidation Event, and subject to the assets provisions of the Company legally available for distribution shall be distributed in the following orderApplicable Laws:
(ia) Before any distribution or payment shall be made to the holders of any Series D Preferred Ordinary Shares, Angel Shares, Series C A Preferred Shares, Shares and Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E B-1 Preferred Shares shall be entitled to receive, with respect to the on a pari passu basis, an amount per Series E B-1 Preferred Shares Share then held by such holder, an amount holder (the “Series B-1 Preference Amount”) equal to the sum aggregate of:
(1A) one hundred percent (100% %) of the aggregate price paid to the Company for the issuance of such applicable Series E Preferred SharesB-1 Issue Price;
(2B) an amount all accrued but unpaid dividends thereon equal up to a (i) 15% per annum rate the date 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) actual payment of the Memorandum and Articles, and (ii) otherwise, 6% per annum rate of return, compounded annually, from the Closingentire Series B-1 Preference Amount; and
(3C) all dividends declared the amount that would give a simple annual rate of return (taking into account the amount of the above sub-section (B)) of twelve percent (12%) on each such Series B-1 Preferred Share in respect of the applicable Series B-1 Issue Price calculated from the applicable Series B-1 Closing Date up to and unpaid with including the date of actual payment of the entire Series B-1 Preference Amount in respect to of each such sharesSeries B-1 Preferred Share, in each case, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. 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 Series B-1 Preference Amount in full on all the Series E B-1 Preferred Shares, then such assets shall be distributed among the holders of the Series E B-1 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereonpursuant to this subparagraph (a).
(iib) After setting aside or paying in full the amounts due to the holders payment of the Series E Preferred Shares under Section 11.1(b)(i)B-1 Preference Amount in full pursuant to subparagraph (a) above, and before any distribution or payment shall be made to the holders of any Series C Preferred Ordinary Shares, Series B Preferred Shares, Angel Shares and Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series D B Preferred Shares shall be entitled to receive, with respect to the on a pari passu basis, an amount per Series D B Preferred Shares Share then held by such holder, an amount holder (the “Series B Preference Amount”) equal to the sum aggregate of:
(1A) one hundred percent (x100%) 100% of the aggregate price paid applicable Series B Issue Price;
(B) all accrued but unpaid dividends thereon up to the Company for date of actual payment of the issuance entire Series B Preference Amount; and
(C) the amount that would give a simple annual rate of return (taking into account the amount of the above sub-section (B)) of twelve percent (12%) on each such Series D B Preferred Share in respect of the Series B Issue Price calculated from the Series B Closing Date (for avoidance of doubt, with respect to Additional Series B Investor, such amount shall also be calculated from the Series B Closing Date) up to and including the date of actual payment of the entire Series B Preference Amount in respect of each such Series B Preferred Share, in each case, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. If, upon any such Liquidation Event, the assets of the Company shall be insufficient to make payment of the foregoing Series B Preference Amount in full on all Series B Preferred Shares, then such assets shall be distributed among the holders of Series B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled pursuant to this subparagraph (b).
(c) After payment of the Series B-1 Preference Amount in full pursuant to subparagraph (a) above and the Series B Preference Amount in full pursuant to subparagraph (b) above, and before any distribution or payment shall be made to the holders of any Ordinary Shares and Angel Shares, each holder of Series A Preferred Shares shall be entitled to receive, on a pari passu basis, an amount per Series A Preferred Share then held by such holder (the “Series A Preference Amount”) equal to the aggregate of:
(A) one hundred percent (100%) of the applicable Series A Issue Price;
(B) all accrued but unpaid dividends thereon up to the date of actual payment of the entire Series A Preference Amount; and
(C) the amount that would give a simple annual rate of return (taking into account the amount of the above sub-section (B)) of twelve percent (12%) on each such Series A Preferred Share in respect of the Series A Issue Price calculated from the Series A Closing Date up to and including the date of actual payment of the entire Series A Preference Amount in respect of each such Series A Preferred Share, in each case, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. If, upon any such liquidation, the assets of the Company shall be insufficient to make payment of the foregoing Series A Preference Amount in full on all Series A Preferred Shares, then such assets shall be distributed among the holders of Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled pursuant to this subparagraph (c).
(d) After distribution or payment in full of the amount distributable or payable on the Preferred Shares pursuant to Section 11(a), Section 11(b) and Section 11(c), the remaining assets of the Company available for distribution to the Shareholders shall be distributed ratably among the holders of the outstanding Preferred Shares (treating for this Section 11(d) all Preferred Shares as if they had been converted to Ordinary Shares immediately prior to such liquidation, dissolution or winding up of the Company or other Liquidation Event), the outstanding Ordinary Shares and Angel Shares.
Appears in 1 contract
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in the following order:
(iA) 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 Common Shares or Common Sharesany other classes of securities, each holder of the Series E A Preferred Shares shall be entitled to receive, on parity with respect each other, an amount equal to one hundred and fifty percent (150%) of the Series E A Original Issue Price (as adjusted for any share dividends, combinations, splits, recapitalizations and the like) per Series A Preferred Shares Share 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) plus all dividends declared and unpaid with respect to such sharesthereto (the “Preference Amount”). If, upon any such Liquidation Eventliquidation, distribution, or winding up, the assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all Series A Preferred Shares of the Series E Preferred SharesPreference Amount, then such assets shall be distributed among the holders of the Series E A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(iiB) After setting aside distribution or paying in full payment of the amounts due Preference Amount pursuant to the preceding paragraph, the remaining assets of the Company available for distribution to the members shall be distributed among the holders of all classes of securities of the Company pro rata based on the number of Common Shares and Series E A Preferred Shares under Section 11.1(b)(i)(on an as-converted basis) held respectively by each, before any distribution or payment shall be made to provided that 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 receive any distribution or payment of the remaining assets of the Company available for distribution until such holders of Series A Preferred Shares have received an amount (inclusive of the Preference Amount) equal to three hundred percent (300%) of the Series D Preferred Shares then held by such holderA Original Issue Price, 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; andin aggregate.
Appears in 1 contract
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other Liquidation Event, and subject to the assets provisions of the Company legally available for distribution shall be distributed in the following orderApplicable Laws:
(ia) Before any distribution or payment shall be made to the holders of any Series D Preferred Ordinary Shares, Series C Preferred Shares, Series B Preferred Shares, Angel Shares and Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E B Preferred Shares shall be entitled to receive, with respect to the on a pari passu basis, an amount per Series E B Preferred Shares Share then held by such holder, an amount holder (the “Series B Preference Amount”) equal to the sum aggregate of:
(1A) one hundred percent (100% %) of the aggregate price paid to the Company for the issuance of such applicable Series E Preferred SharesB Issue Price;
(2B) an amount all accrued but unpaid dividends thereon equal up to a (i) 15% per annum rate the date 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) actual payment of the Memorandum and Articles, and (ii) otherwise, 6% per annum rate of return, compounded annually, from the Closingentire Series B Preference Amount; and
(3C) all dividends declared and unpaid the amount that would give a simple annual rate of return (taking into account the amount of the above sub-section (B)) of twelve percent (12%) on each such Series B Preferred Share in respect of the Series B Issue Price calculated from the Series B Closing Date (for avoidance of doubt, with respect to Additional Series B Investor, such sharesamount shall also be calculated from the Series B Closing Date) up to and including the date of actual payment of the entire Series B Preference Amount in respect of each such Series B Preferred Share, in each case, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. 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 Series B Preference Amount in full on all the Series E B Preferred Shares, then such assets shall be distributed among the holders of the Series E B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereonpursuant to this subparagraph (a).
(iib) After setting aside or paying in full the amounts due to the holders payment of the Series E Preferred Shares under Section 11.1(b)(i)B Preference Amount in full pursuant to subparagraph (a) above, and 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 Ordinary Shares or Common and Angel Shares, each holder of the Series D A Preferred Shares shall be entitled to receive, with respect to the on a pari passu basis, an amount per Series D A Preferred Shares Share then held by such holder, an amount holder (the “Series A Preference Amount”) equal to the sum aggregate of:
(1A) one hundred percent (x100%) 100% of the aggregate price paid applicable Series A Issue Price;
(B) all accrued but unpaid dividends thereon up to the Company for date of actual payment of the issuance entire Series A Preference Amount; and
(C) the amount that would give a simple annual rate of return (taking into account the amount of the above sub-section (B)) of twelve percent (12%) on each such Series D A Preferred Share in respect of the Series A Issue Price calculated from the Series A Closing Date up to and including the date of actual payment of the entire Series A Preference Amount in respect of each such Series A Preferred Share, in each case, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. If, upon any such liquidation, the assets of the Company shall be insufficient to make payment of the foregoing Series A Preference Amount in full on all Series A Preferred Shares; and, then such assets shall be distributed among the holders of Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled pursuant to this subparagraph (b).
(c) After distribution or payment in full of the amount distributable or payable on the Preferred Shares pursuant to Section 11(a) and Section 11(b), the remaining assets of the Company available for distribution to the Shareholders shall be distributed ratably among the holders of the outstanding Preferred Shares (treating for this Section 11(c) all Preferred Shares as if they had been converted to Ordinary Shares immediately prior to such liquidation, dissolution or winding up of the Company or other Liquidation Event), the outstanding Ordinary Shares and Angel Shares.
Appears in 1 contract
Liquidation Preferences. (a) A. Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) liquidation or dissolution 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 receivebe preferentially paid out of the Distributable Assets, with respect to the Series E Preferred Shares then held by such holder, (a) an amount equal to [KRW ____________ (US$ 25 MILLION TIMES THE KRW/USD EXCHANGE RATE EQUAL TO THE AVERAGE OF THE "TT BID" AND "TT SALE" PRICES AVERAGED OVER THE 30 DAYS ENDING AS TO THE DATE OF THE IRA, AS PUBLISHED BY THE KOREA EXCHANGE BANK DIVIDED BY TOTXX NUMBER OF SHARES OF SERIES B PREFERRED SHARES] per share multiplied by the sum of:
(1) 100% number 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 B Preferred Shares under Section 11.1(b)(i), before owned by such holder of Series B Preferred Shares plus (b) any distribution or payment shall be made to declared but unpaid dividends on the holders of any Series C Preferred Shares, Series B Preferred Shares, for each Series A B Preferred SharesShare (the "Series B Liquidation Preference"); provided, Class A Preferred Shares or Common Shareshowever, that (i) each holder time there is a Downward Adjustment Event, the foregoing price of the Series D B Preferred Shares shall be entitled to receivedownwardly adjusted, with respect to taking into account the number of Series B Preferred Shares increased as a result of the Downward Adjustment Event; and (ii) each time there is an Upward Adjustment Event, the foregoing price of the Series D B Preferred Shares then held by such holdershall be upwardly adjusted, an amount equal to taking into account the sum of:
(1) (x) 100% number of Series B Preferred Shares decreased as a result of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares; andUpward Adjustment Event.
Appears in 1 contract
Liquidation Preferences. (a) Upon the occurrence of If prior to an Acceptable Listing, any Liquidation Event (as defined in Section 11.1(b) below) or Deemed Liquidation Event occurs, all assets of the Company, whether voluntary including the proceeds from any such Liquidation Event or involuntaryDeemed Liquidation Event, available to be paid to the assets of the Company legally available for distribution Shareholders shall be distributed in the following orderas follows:
(ia) Before any distribution or payment shall First, the holders of the Series D Preferred Shares will be made entitled to receive, in priority and preference to the holders of any Series D Preferred Shares, the Series C Preferred Shares, Additional Series B Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares and the Ordinary 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:
applicable Invested Amount corresponding to each Series D Investor, plus any dividends declared on the Series D Preferred Shares but pending to be paid (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 D Liquidation Preference Payment”). If upon any 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 or Deemed Liquidation Event, the assets of the Company legally available for distribution to its shareholders shall be insufficient to make payment pay such holders the full amount to which they shall be entitled under this Section 3(a), such holders shall share ratably in any distribution of the foregoing assets available for distribution in proportion to the respective amounts which would otherwise be payable in full respect of the shares held by them upon such distribution if all amounts payable on all or with respect to such shares were paid in full.
(b) Second, once the Series E Preferred SharesD Liquidation Preference Payment has been paid in full, then such assets shall be distributed among the holders of the Series E C Preferred SharesShares will be entitled to receive, 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 priority and preference 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, Additional Series B Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares and the Ordinary 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:
applicable Invested Amount corresponding to each Series C investor, plus any dividends declared on the Series C Preferred Shares but pending to be paid (1) (x) 100% of the aggregate price paid to the Company for the issuance of such ‘‘Series D Preferred Shares; andC
Appears in 1 contract
Liquidation Preferences. (a) Upon Subject to any Applicable Law, in the occurrence event of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution or winding up of the Company, whether voluntary or involuntaryinvoluntary (the “Liquidation Event”), or upon the occurrence of any Deemed Liquidation Event, all assets and funds of the Company legally available for distribution to the Shareholders shall be distributed to the Shareholders in the following sequence and priority:
(a) The Series C-1 Preferred Investors shall be entitled to receive for each Series C-1 Preferred Share held by such Investors, on parity with each other and prior and in preference to the distribution of any assets or funds of the Company to the other Shareholders, the amount equal to the higher of (x) such portion of the assets and funds of the Company as each Share (on an as-converted basis) is entitled to on a pro-rata basis, and (y) the Series C-1 Issue Price X (1 + 12%)N, plus all declared but unpaid dividends on such Series C-1 Preferred Share (where N is a fraction, the numerator of which is the number of calendar days between the Series C-1 Issue Date and the date on which such distribution is made and the denominator of which is 365) (collectively, the “Series C-1 Preference Amount”). If the assets and funds of the Company thus distributed shall be insufficient to permit the payment in full of the Series C-1 Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series C-1 Preferred Investors in proportion to the following order:aggregate Series C-1 Preference Amount each such Investor is otherwise entitled to receive pursuant to this Section 8.01(a).
(ib) Before any distribution or After the 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 in full of the Series E C-1 Preference Amount pursuant to Section 8.01(a) above, the Series B-1 Preferred Shares Investors shall be entitled to receivereceive for each Series B-1 Preferred Share held by such Investors, on parity with respect each other and prior and in preference to the distribution of any assets or funds of the Company to the Series E B- 4 Preferred Shares then held by such holderInvestors, an the Series B-3 Preferred Investors, the Series B-2 Preferred Investor, the Series A-2 Preferred Investor, the Series A-1 Preferred Investor and the holders of the Ordinary Shares, the amount equal to the sum of:
(1) 100% of the aggregate price paid to Series B-1 Issue Price, plus all declared but unpaid dividends on such Series B-1 Preferred Share (collectively, the “Series B-1 Preference Amount”). If the assets and funds of the Company for thus distributed shall be insufficient to permit 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) payment in full of the Memorandum Series B-1 Preference Amount, then the entire assets 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 funds of the Company legally available for distribution to the Series B-1 Preferred Investors shall be distributed ratably among the Series B-1 Preferred Investors in proportion to the aggregate Series B-1 Preference Amount each such Investor is otherwise entitled to receive pursuant to this Section 8.01(b).
(c) After the payment in full of the Series B-1 Preference Amount pursuant to Section 8.01(b) above, the Series B-4 Preferred Investors, the Series B-3 Preferred Investors and the Series B-2 Preferred Investor shall be entitled to receive for each Series B-4 Preferred Share, each Series B-3 Preferred Share and each Series B-2 Preferred Share (as applicable) held by such Investors, on parity with each other and prior and in preference to the distribution of any assets or funds of the Company to the Series A-2 Preferred Investor, the Series A-1 Preferred Investor and the holders of the Ordinary Shares, the amount equal to:
(i) with respect to each Series B-4 Preferred Share, 100% of the Series B-4 Issue Price, plus all declared but unpaid dividends on such Series B-4 Preferred Share (collectively, the “Series B-4 Preference Amount”),
(ii) with respect to each Series B-3 Preferred Share, 100% of the Series B-3 Issue Price, plus all declared but unpaid dividends on such Series B-3 Preferred Share (collectively, the “Series B-3 Preference Amount”), and
(iii) with respect to each Series B-2 Preferred Share, 100% of the Series B-2 Issue Price, plus all declared but unpaid dividends on such Series B-2 Preferred Share (collectively, the “Series B-2 Preference Amount”). If the assets and funds thus distributed shall be insufficient to make permit the payment in full of the foregoing amounts in full on all Series B-4 Preference Amount, the Series E Preferred SharesB-3 Preference Amount and the Series B-2 Preference Amount, then such the entire assets and funds of the Company legally available for distribution to the Series B-4 Preferred Investors, the Series B-3 Preferred Investors and the Series B-2 Preferred Investor shall be distributed ratably among such Investors in proportion to the aggregate Series B-4 Preference Amount, the aggregate Series B-3 Preference Amount and the aggregate Series B-2 Preference Amount (as applicable) each such Investor is otherwise entitled to receive pursuant to this Section 8.01(c).
(d) After the payment in full of the Series B-4 Preference Amount, the Series B-3 Preference Amount and the Series B-2 Preference Amount pursuant to Section 8.01(c) above, the Series A-2 Preferred Investor shall be entitled to receive for each Series A-2 Preferred Share held by such Investor, prior and in preference to any distribution of any assets or funds of the Company to the Series A-1 Preferred Investor and the holders of the Series E Preferred Ordinary Shares, ratably in proportion the amount equal to 100% of the full amounts to which they would otherwise be respectively entitled thereonSeries A-2 Issue Price, plus all declared but unpaid dividends on such Series A-2 Preferred Share (collectively, the “Series A-2 Preference Amount”).
(iie) After setting aside or paying the payment in full of the amounts due Series A-2 Preference Amount pursuant to Section 8.01(d) above, the Series A-1 Preferred Investor shall be entitled to receive for each Series A-1 Preferred Share held by such Investor, prior and in preference to any distribution of any assets or funds of the Company 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 Ordinary 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 Series A-1 Issue Price, plus all declared but unpaid dividends on such Series A-1 Preferred Share (collectively, the “Series A-1 Preference Amount”).
(f) If there are any assets or funds remaining after the Series C-1 Preference Amount, the Series B-1 Preference Amount, the Series B-4 Preference Amount, the Series B-3 Preference Amount, the Series B-2 Preference Amount, the Series A-2 Preference Amount and the Series A-1 Preference Amount have been distributed or paid in full to the applicable Preferred Investors pursuant to Section 8.01(a), 8.01(b), 8.01(c), 8.01(d) and 8.01(e) above, then the remaining assets and funds of the Company available for distribution to the issuance Shareholders shall be distributed ratably among all Shareholders according to the relative number of Shares held by such Series D Preferred Shares; andShareholder on an as-converted basis.
Appears in 1 contract
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:):
(ia) Before First, 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, Ordinary Shares or Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E A-1 Senior Preferred Shares shall be entitled to receive, with respect to the Series E Preferred Shares then held by such holderon a pari passu basis, an amount equal to the sum of:
(1) 100% greater 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 returnthe Series A-1 Share Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) plus a ten percent (10%) yield thereon calculated from the Applicable Closing Date with respect to each such Series A-1 Senior Preferred Share (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) otherwiseone hundred and thirty percent (130%) of the total Series A-1 Share Price (adjusted for any share splits, 6% per annum rate of returnshare dividends, compounded annuallycombinations, from the Closing; and
(3) recapitalizations and similar transactions), plus all dividends declared and but unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), in each case, per Series A-1 Senior Preferred Share then held by such holder in preference to such sharesthe holders of Ordinary Shares and Series A Preferred 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 A-1 Senior Preferred Shares, then such assets shall be distributed solely among the holders of the Series E A-1 Senior Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(iib) 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)Second, before any distribution or payment shall be made to the holders of any Ordinary Shares or Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A A-1 Senior Preferred Shares (other than with respect to distributions or Common Sharespayments made pursuant to Section 2.1(a) above), each holder of the Series D A Preferred Shares shall be entitled to receive, with respect to the Series D Preferred Shares then held by such holderon a pari passu basis, an amount equal to one hundred and thirty percent (130%) of the sum of:total Series A Purchase Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends declared but unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preferred Share then held by such holder in preference to the holders of Ordinary Shares. If, upon any Liquidation Event, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A Preferred Shares following the distribution of amounts to the Series A-1 Senior Preferred Holders pursuant to Section 2.1(a), then such assets shall be distributed solely among the holders of Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.
(1c) (x) 100% Third, after distribution or payment in full of the aggregate price paid amount distributable or payable on the Series A-1 Senior Preferred Shares pursuant to Section 2.1(a) and the Series A Preferred Shares pursuant to Section 2.1(b), any remaining assets of the Company available for distribution to Members shall be distributed ratably among the issuance holders of such outstanding Ordinary Shares, the holders of Series D A Preferred Shares; andShares and the holders of Series A-1 Senior Preferred Shares (on an as-converted basis).
Appears in 1 contract
Samples: Series a 1 Senior Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD)
Liquidation Preferences. (a) Upon In the occurrence event of Liquidation Event, any assets available for distribution to the Shareholders shall be distributed pursuant to the following:
71.1. First, following payment on the 2017 SPA Notes on their terms, to the extent the 2017 SPA Notes are outstanding at the time of the Liquidation Event, the holders of the Preferred Series A Shares shall be entitled to receive, on a pro rata basis among themselves, prior to and in preference to any distribution of any Liquidation Event of the assets or surplus funds of the Company to the holders of any other classes of Shares by reason of their ownership thereof, in respect of each Preferred Series A Share, an amount per Preferred Series A Share equal to two (2) times the applicable Original Issue Price (as defined in Section 11.1(badjusted for any recapitalization event with respect to such Shares) below) plus any declared but unpaid dividends thereon less any dividends actually paid (the “Preference Series A Amount”). If the assets and funds thus distributed among the holders of the CompanyPreferred Series A Shares shall be insufficient to permit the payment to such holders of the full Preference Series A Amount, whether voluntary or involuntary, then the entire surplus assets and funds of the Company legally available for distribution shall be distributed in the following order:
(i) Before any distribution or payment shall be made to ratably among the holders of any Series D the Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred SharesShares in proportion to the Preference Series A Amount that each such holder is otherwise entitled to receive.
71.2. Second, Class A Preferred Shares or Common Shares, each holder the holders of the Series E Preferred Seed Shares shall be entitled to receive, with respect on a pro rata basis among themselves, prior to and in preference to any distribution of any of the assets or surplus funds of the Company to the Series E holders of any other classes of Shares by reason of their ownership thereof, in respect of each Preferred Shares then held by such holderSeed Share, an amount per Preferred Seed Share equal to the sum of:
(1) 100% of the aggregate price paid to the Company for the issuance of such Series E Preferred Shares;
two (2) an amount thereon equal to a times the applicable Original Issue Price (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 as adjusted for any recapitalization event with respect to such sharesShares) plus any declared but unpaid dividends thereon less any dividends actually paid (the “Preference Seed Amount”). If, upon any such Liquidation Event, If the assets and funds thus distributed among the holders of the Preferred Seed Shares shall be insufficient to permit the payment to such holders of the full Preference Seed Amount, then the entire surplus assets and funds 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 ratably among the holders of the Series E Preferred Shares, ratably Seed Shares in proportion to the full amounts Preference Seed Amount that each such holder is otherwise entitled to which they would otherwise be respectively entitled thereonreceive.
(ii) After setting aside or paying in full the amounts due 71.3. Third, after payment to the holders of the Preferred Series E Preferred A Shares under Section 11.1(b)(i), before any distribution or payment shall be made of the Preference Series A Amount and to the holders of the Preferred Seed Shares of the Preference Seed Amount, the entire surplus assets and funds of the Company legally available for distribution, if any, shall be distributed ratably to the holders of all Preferred Shares and Ordinary Shares (treating the Preferred Shares on an as-converted basis), in each case in proportion to the nominal value of the Shares then held by them.
71.4. Notwithstanding anything to the contrary contained in this Article 71, the total amount distributed to the holders of the Preferred Shares in accordance with this Article 71 when combined with the aggregate amounts previously paid with respect to such Shares pursuant to Article 59 above, shall not exceed a total amount per Share equal to three (3) times the applicable Original Issue Price of such Shares, plus any Series C declared but unpaid dividends (as applicable, the “Cap Amount”), unless the amount such holder would receive if all shares of the applicable class of Preferred Shares were converted into Ordinary Shares immediately prior to such distribution of assets available for distribution (without any liquidation preference) exceeds the applicable Cap Amount, in which case the shares of such applicable class of Preferred Shares shall be automatically converted into Ordinary Shares subject to and conditioned upon the closing of the Liquidation Event, provided that in no event shall a distribution pursuant to this Article 71 result in a holder of Preferred Shares which have been so converted into Ordinary Shares receiving less than the applicable Cap Amount.
71.5. In any of such events, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities so received shall be valued as follows:
71.5.1. If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the ten (10) trading days immediately prior to the closing;
71.5.2. If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the ten (10) trading days immediately prior to the closing; and
71.5.3. If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board of Directors and the holders of a majority of the then outstanding shares of Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, .
71.6. The Company shall give each holder of record of Preferred Shares written notice of any impending Liquidation Event not later than seven business days prior to such Liquidation Event. Such notice shall describe the Series D material terms and conditions of the impending transaction and the provisions of this Article 71, and the Company shall thereafter give such holders of Preferred Shares prompt notice of any material changes. The Liquidation Event shall in no event take place sooner than 10 business days after the Company has given the notice provided for herein or sooner than 10 days after the Company has given notice of any material changes provided for herein. Notwithstanding anything else in this Article 71.6 to the contrary, any holder of Preferred Shares shall be entitled to receivewaive any notice requirement hereunder in writing, with respect to and the Series D holders of a majority of either class of the Preferred Shares then held by such holder, an amount equal shall be entitled to the sum of:
(1) (x) 100% waive any notice requirement hereunder in writing on behalf of all of the aggregate price paid to holders of such class of Preferred Shares.
71.7. Without derogating from the other provisions of this Article 71, in the event the Company shall declare a distribution payable in securities of other corporations, evidences of indebtedness issued by the Company or other corporations, assets (excluding cash dividends) or options or rights not referred to otherwise in this Article 71, then, in each such case for the issuance purpose of such Series D Preferred Shares; andthis Article, the distribution shall be carried in accordance with the liquidation preferences set forth in this Article 71.
Appears in 1 contract
Samples: Amended and Restated Articles of Association (MaxQ AI Ltd.)
Liquidation Preferences. (a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) of the CompanyEvent, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in or the following order:
proceeds from a Trade Sale (ias the case may be) 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 outstanding Shares in the following order and manner:
(a) In priority to any payment to the holders of Ordinary Shares and any other Shares, pay to each holder of Series E A Preferred Shares, ratably in proportion an amount per Series A Preferred Share equal to (w) 100% of the Original Series A Preferred Issue Price (As Adjusted), plus (x) annual interest calculated at an interest rate of eight percent (8%) per annum on Original Series A Preferred Issue Price (As Adjusted), compounded annually from the date of the Series A Original Issue Date and up to and including the date of receipt by the holder thereof of the full amounts Series A Liquidation Preference Amount (as defined below), plus (y) all accrued declared but unpaid dividends (collectively, the “Series A Liquidation Preference Amount”). If the Company has insufficient assets to which they would otherwise be respectively entitled thereon.
(ii) After setting aside or paying permit payment of the Series A Liquidation Preference Amount in full to all holders of Series A Preferred Shares, then the amounts due assets of the Company shall be distributed to the holders of the Series E A Preferred Shares in proportion to the full Series A Liquidation Preference Amount each such holder of Series A Preferred Shares would otherwise be entitled to receive under this Section 11.1(b)(i6.
(b) After the payment of Series A Liquidation Preference Amount has been fully made in accordance with Section 6.1(a), before any pay and distribute all of the remaining assets and/or the remaining proceeds resulting from the Trade Sale (as the case may be) of the Company available for distribution or payment shall be made to ratably among all the Shareholders (including 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 who has received its applicable Preference Amount) according to the Series D Preferred relative number of Ordinary Shares then held by such holder, an amount equal to the sum of:
Shareholders (1) (x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares; andcalculated on a Fully Diluted Basis).
Appears in 1 contract
Liquidation Preferences. (a) Upon Subject to any Applicable Law, in the occurrence event of any Liquidation Event (as defined in Section 11.1(b) below) liquidation, dissolution or winding up of the Company, whether voluntary or involuntaryinvoluntary (the “Liquidation Event”), or upon the occurrence of any Deemed Liquidation Event, all assets and funds of the Company legally available for distribution to the Shareholders shall be distributed to the Shareholders in the following sequence and priority:
(a) The Series D Preferred Investors shall be entitled to receive for each Series D Preferred Share held by such Investors, on parity with each other and prior and in preference to the distribution of any assets or funds of the Company to the other Shareholders, the amount equal to the higher of (x) such portion of the assets and funds of the Company as each Share (on an as-converted basis) is entitled to on a pro-rata basis, and (y) the Series D Issue Price X (1 + 12%)N, plus all declared but unpaid dividends on such Series D Preferred Share (where N is a fraction, the numerator of which is the number of calendar days between the Series D Issue Date and the date on which such distribution is made and the denominator of which is 365) (collectively, the “Series D Preference Amount”). If the assets and funds of the Company thus distributed shall be insufficient to permit the payment in full of the Series D Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed in ratably among the following order:
(i) Before any distribution or payment shall be made to the holders of any Series D Preferred Shares, Investors in proportion to the aggregate Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, D Preference Amount each holder such Investor is otherwise entitled to receive pursuant to this Section 8.01(a).
(b) After the payment in full of the Series E D Preference Amount pursuant to Section 8.01(a) above, the Series C-1 Preferred Shares Investors shall be entitled to receive, with respect to the receive for each Series E C-1 Preferred Shares then Share held by such holderInvestors, an on parity with each other and prior and in preference to the distribution of any assets or funds of the Company to the other Shareholders, the amount equal to the sum of:
higher of (1x) 100% such portion of the aggregate price paid to assets and funds of the Company for the issuance of such Series E Preferred Shares;
as each Share (2on an as-converted basis) an amount thereon equal is entitled to on 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 Articlespro-rata basis, and (iiy) otherwisethe Series C-1 Issue Price X (1 + 12%)N, 6% per annum rate of return, compounded annually, from the Closing; and
plus all declared but unpaid dividends on such Series C-1 Preferred Share (3) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Eventwhere N is a fraction, the numerator of which is the number of calendar days between the Series C-1 Issue Date and the date on which such distribution is made and the denominator of which is 365) (collectively, the “Series C-1 Preference Amount”). If the assets and funds of the Company thus distributed shall be insufficient to permit the payment in full of the Series C-1 Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be insufficient distributed ratably among the Series C-1 Preferred Investors in proportion to make the aggregate Series C-1 Preference Amount each such Investor is otherwise entitled to receive pursuant to this Section 8.01(b).
(c) After the payment in full of the foregoing amounts in full on all Series C-1 Preference Amount pursuant to Section 8.01(b) above, the Series E B-1 Preferred Shares, then such assets Investors shall be distributed among entitled to receive for each Series B-1 Preferred Share held by such Investors, on parity with each other and prior and in preference to the distribution of any assets or funds of the Company to the Series B-4 Preferred Investors, the Series B-3 Preferred Investors, the Series B-2 Preferred Investor, the Series A-2 Preferred Investor, the Series A-1 Preferred Investor and the holders of the Series E Preferred Ordinary Shares, the amount equal to 100% of the Series B-1 Issue Price, plus all declared but unpaid dividends on such Series B-1 Preferred Share (collectively, the “Series B-1 Preference Amount”). If the assets and funds of the Company thus distributed shall be insufficient to permit the payment in full of the Series B-1 Preference Amount, then the entire assets and funds of the Company legally available for distribution to the Series B-1 Preferred Investors shall be distributed ratably among the Series B-1 Preferred Investors in proportion to the aggregate Series B-1 Preference Amount each such Investor is otherwise entitled to receive pursuant to this Section 8.01(c).
(d) After the payment in full amounts of the Series B-1 Preference Amount pursuant to which they would otherwise Section 8.01(c) above, the Series B-4 Preferred Investors, the Series B-3 Preferred Investors and the Series B-2 Preferred Investor shall be respectively entitled thereon.to receive for each Series B-4 Preferred Share, each Series B-3 Preferred Share and each Series B-2 Preferred Share (as applicable) held by such Investors, on parity with each other and prior and in preference to the distribution of any assets or funds of the Company to the Series A-2 Preferred Investor, the Series A-1 Preferred Investor and the holders of the Ordinary Shares, the amount equal to:
(i) with respect to each Series B-4 Preferred Share, 100% of the Series B-4 Issue Price, plus all declared but unpaid dividends on such Series B-4 Preferred Share (collectively, the “Series B-4 Preference Amount”),
(ii) After setting aside or paying with respect to each Series B-3 Preferred Share, 100% of the Series B-3 Issue Price, plus all declared but unpaid dividends on such Series B-3 Preferred Share (collectively, the “Series B-3 Preference Amount”), and
(iii) with respect to each Series B-2 Preferred Share, 100% of the Series B-2 Issue Price, plus all declared but unpaid dividends on such Series B-2 Preferred Share (collectively, the “Series B-2 Preference Amount”). If the assets and funds thus distributed shall be insufficient to permit the payment in full of the amounts due Series B-4 Preference Amount, the Series B-3 Preference Amount and the Series B-2 Preference Amount, then the entire assets and funds of the Company legally available for distribution to the Series B-4 Preferred Investors, the Series B-3 Preferred Investors and the Series B-2 Preferred Investor shall be distributed ratably among such Investors in proportion to the aggregate Series B-4 Preference Amount, the aggregate Series B-3 Preference Amount and the aggregate Series B-2 Preference Amount (as applicable) each such Investor is otherwise entitled to receive pursuant to this Section 8.01(d).
(e) After the payment in full of the Series B-4 Preference Amount, the Series B-3 Preference Amount and the Series B-2 Preference Amount pursuant to Section 8.01(d) above, the Series A-2 Preferred Investor shall be entitled to receive for each Series A-2 Preferred Share held by such Investor, prior and in preference to any distribution of any assets or funds of the Company to the Series A-1 Preferred Investor and the holders of the Ordinary Shares, the amount equal to 100% of the Series A-2 Issue Price, plus all declared but unpaid dividends on such Series A-2 Preferred Share (collectively, the “Series A-2 Preference Amount”).
(f) After the payment in full of the Series A-2 Preference Amount pursuant to Section 8.01(e) above, the Series A-1 Preferred Investor shall be entitled to receive for each Series A-1 Preferred Share held by such Investor, prior and in preference to any distribution of any assets or funds of the Company 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 Ordinary 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 Series A-1 Issue Price, plus all declared but unpaid dividends on such Series A-1 Preferred Share (collectively, the “Series A-1 Preference Amount”).
(g) If there are any assets or funds remaining after the Series D Preference Amount, the Series C-1 Preference Amount, the Series B-1 Preference Amount, the Series B-4 Preference Amount, the Series B-3 Preference Amount, the Series B-2 Preference Amount, the Series A-2 Preference Amount and the Series A-1 Preference Amount have been distributed or paid in full to the applicable Preferred Investors pursuant to Section 8.01(a), 8.01(b), 8.01(c), 8.01(d), 8.01(e) and 8.01(f) above, then the remaining assets and funds of the Company available for distribution to the issuance Shareholders shall be distributed ratably among all Shareholders according to the relative number of Shares held by such Series D Preferred Shares; andShareholder on an as-converted basis.
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