LIQUIDATION VALUE ADJUSTMENT Clause Samples

LIQUIDATION VALUE ADJUSTMENT. Each Investor hereby agrees that in the event a Liquidation Value Adjustment (as defined in the Certificate of Amendment) is triggered, such Investor shall take any and all actions as may be required for the Company to effect the Liquidation Value Adjustment. Further, in the event Section 2.2(c) or Section 2.6 of the Securities Purchase Agreement is duly amended, in each case with the prior written consent of Holdings III and Holdings III-A, and such amendment affects the terms of the Liquidation Value Adjustment set forth in the Certificate of Amendment, each Investor hereby agrees to vote all of its Stockholder Shares in favor of an amendment to the Certificate of Amendment to effect any changes as shall be required by such amendment to the Securities Purchase Agreement. Unless the Securities Purchase Agreement is duly amended, each Investor hereby further agrees not to vote in favor of any amendment to the Certificate of Amendment or the Certificate of Incorporation that would have the effect of amending, diminishing or extinguishing the terms of the Liquidation Value Adjustment set forth in the Certificate of Amendment.