Liquidation Price. The holders of record of shares of Series OH-2 Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distributions of any assets of the Corporation to the holders of the Series D Preferred Stock of the Corporation, the Series OH-1 Convertible Preferred Stock, the Common Stock and any other class of shares of preferred stock of the Corporation ranking junior to such Series OH-2 Convertible Preferred Stock with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock") by reason of their ownership thereof, out of the assets of the Corporation legally available therefor, one thousand dollars ($1,000.00) per share of Series OH-2 Convertible Preferred Stock (the "Liquidation Price"), plus a further amount per share equal to dividends, if any, (i) then declared and unpaid on account of shares of Series OH-2 Convertible Preferred Stock and (ii) whether or not declared, then accrued in accordance with the provisions of Section 2 hereof; provided, however, any dividend payments pursuant to this Section 3 shall be paid in cash. To the extent that shares of Series B Preferred Stock and Series C Preferred Stock of the Corporation (the "Senior Liquidation Stock") remain outstanding, such stock ranks senior to the Series OH-2 Convertible Preferred Stock and the Junior Liquidation Stock with respect to payments upon Liquidation.
Liquidation Price. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the amount that shall be paid to the Holder of each share of Series B Preferred Stock shall be $1,000 and an additional sum representing accrued and unpaid dividends, if any, on such Series B Preferred Stock as of the date of such liquidation, dissolution or winding up (hereinafter called the "Redemption Price"). Upon any liquidation, dissolution or winding up of the Corporation, the Holders will be entitled to be paid, before any distribution or payment is made upon any of the Corporation's equity securities other than the Series B Preferred Stock, an amount in cash equal to the aggregate Redemption Price of all shares outstanding, and the Holders will not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Corporation, the Corporation's assets to be distributed among the Holders are insufficient to permit payment to such Holders of the aggregate amount which they are entitled to be paid, then the available assets to be distributed will be distributed ratably among such Holders based upon the aggregate Redemption Price of the Series B Preferred Stock held by each such Holder. The Corporation will mail written notice of such liquidation, dissolution or winding up not less than 60 days prior to the payment date stated therein, to each Holder of record. Neither the consolidation or merger of the Corporation into or with any other corporation or corporations, nor the sale or transfer by the Corporation of all or any part of its assets, nor the reduction of the capital stock of the Corporation will be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 5.
Liquidation Price. The term "Series A-1 Liquidation Price" shall mean an amount equal to $0.001 per share of Series A-1 Preferred Stock.
Liquidation Price. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the outstanding shares of Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any additional series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the outstanding shares of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.
Liquidation Price. The holders of record of shares of Series OH-2 Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distributions of any assets of the Corporation to the holders of the Series OH-1 Convertible Preferred Stock, the Common Stock and any other class of shares of preferred stock of the Corporation ranking junior to such Series OH-2 Convertible Preferred Stock with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock") by reason of their ownership thereof, out of the assets of the Corporation legally available therefor, one thousand dollars ($1,000.00) per share of Series OH-2 Convertible Preferred Stock (the "Liquidation Price"), plus a further amount per share equal to dividends, if any, (i) then declared and unpaid on account of shares of Series OH-2 Convertible Preferred Stock and (ii) whether or not declared, then accrued in accordance with the provisions of Section 2 hereof; provided, however, any dividend payments pursuant to this Section 3 shall be paid in cash.
Liquidation Price. The Holders shall be entitled to receive an amount in cash for each share of Series A Preferred to be liquidated (the "LIQUIDATION PRICE") equal to the greater of (i) the Fair Market Value of the Corporation as of the Valuation Date (as hereinafter defined), as determined in accordance with SECTION 6(C) hereof, divided by the total number of outstanding shares of Common Stock of the Corporation (on a fully-diluted basis) and multiplied by the number of shares of Common Stock into which each share of Series A Preferred is convertible at the time the Liquidation Price is paid or (ii) an amount per share of Series A Preferred equal to (A) the Conversion Value plus (B) all accrued and unpaid dividends through the date of liquidation plus any accrued and unpaid interest thereon ((A) and (B) in the aggregate, the "REQUIRED RETURN"). The "VALUATION DATE " shall be the date 30 days prior to the Liquidation Date.
Liquidation Price. In a Liquidity Event or Dissolution Event, the Units will liquidate in accordance with the Operating Agreement.
