Common use of Merger as Liquidation, etc Clause in Contracts

Merger as Liquidation, etc. The merger or consolidation of the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) in voting power of the capital stock of the surviving corporation, in which case the provisions of Subsection 2(h) shall apply), the closing of any transaction, or series of transactions, in which more than fifty percent (50%) of the voting power of the Corporation is sold to another corporation or entity or the sale of all, or substantially all, of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 1, unless the holders of (i) at least sixty percent (60%) of the then issued and outstanding shares of Series A Preferred Stock; and (ii) at least a majority in interest of the then issued and outstanding shares of Series B Preferred Stock, each such series voting as separate classes, elect to the contrary, such election to be made by giving written notice thereof to the Corporation at least five (5) days before the effective date of such event. If such notice is given with respect to the Series A Preferred Stock and Series B Preferred Stock, the provisions of Subsection 2(h) shall apply to such Preferred Stock. Unless such election is made by the requisite holders of a series of Preferred Stock, any amounts received by the holders of such series of Preferred Stock as a result of such merger or consolidation shall be deemed to be applied toward, and all consideration received by the Corporation in such asset sale together with all other available assets of the Corporation shall be distributed toward, the Liquidation Payments in the order of preference set forth in Subsection l(a).

Merger as Liquidation, etc. The merger or consolidation of -------------------------- the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least fifty eighty percent (5080%) in voting power of the capital stock of the surviving corporation, in which case the provisions of Subsection 2(h) shall apply), the closing of any transaction, or series of transactions, in which more than fifty percent (50%) of the voting power of the Corporation is sold to another corporation or entity or the sale of all, all or substantially all, all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 11 (i) with respect to the Series C Preferred Stock, unless the holders of (i) at least sixty two-thirds of the then outstanding shares of the Series C Preferred Stock elect to the contrary, (ii) with respect to the Series B Preferred Stock, unless the holders of at least eighty-five percent (6085%) of the then issued and outstanding shares of the Series B Preferred Stock elect to the contrary, and (iii) with respect to the Series A Preferred Stock; and (ii) , unless the holders of at least a majority in interest eighty percent (80%) of the then issued and outstanding shares of the Series B A Preferred Stock, each such series voting as separate classes, Stock elect to the contrary, such election in each such case to be deemed made by giving written upon receipt of notice thereof to by the Corporation at least five (5) three days before the effective date of such event. If such notice is given with respect to the Series A Preferred Stock and Series B any series of Preferred Stock, the provisions of Subsection 2(h) shall apply to such series of Preferred Stock. Unless such election is made by the requisite holders of a series of Preferred Stockmade, any amounts received by the holders of such series of the Preferred Stock as a result of such merger or consolidation shall be deemed to be applied toward, and all consideration received by the Corporation in such asset sale together with all other available assets of the Corporation shall be distributed toward, the Liquidation Payments attributable to such shares of Preferred Stock in the order of preference set forth in Subsection l(a1(a).

Merger as Liquidation, etc. The merger or consolidation of the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) a majority in voting power of the capital stock of the surviving corporationcorporation (or, if the surviving corporation is a wholly-owned subsidiary, its parent), in which case the provisions of Subsection 2(h2(f) of this Article FOURTH shall apply), the closing or exclusive license of any transaction, all or series of transactions, in which more than fifty percent (50%) substantially all of the voting power intellectual property of the Corporation is sold to another corporation without field or entity material geographic restriction or the sale sale, lease, transfer or other disposition of all, all or substantially all, all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation (a “Deemed Liquidation”) for purposes of this Section 11 of this Article FOURTH with respect to the Series B Preferred Stock, the Series A Preferred Stock and the Seed Preferred Stock, unless the holders of (i) at least sixty percent (60%) of the then issued and outstanding shares of Series A Preferred Stock; and (ii) at least a majority in interest of the then issued and outstanding shares of Series B Preferred Stock, each such series voting as separate classes, Stock elect to the contrary, ; such election to be made by giving written notice thereof to the Corporation at least five (5) three days before the effective date of such event. If such notice is given with respect to the Series A Preferred Stock and Series B Preferred Stock, the provisions of Subsection 2(h2(f) of this Article FOURTH shall apply to such Preferred Stockapply. Unless such election is made by with respect to the requisite holders of a series of Preferred Stock, any amounts received by the holders of such series of Preferred Stock as a result of such merger merger, consolidation or consolidation other transaction shall be deemed to be applied toward, and all consideration received by the Corporation in such merger, consolidation, license, lease, asset sale or other disposition under this Subsection 1(c) of this Article FOURTH together with all other available assets of the Corporation shall be distributed toward, to the extent necessary, the Preferred Stock Liquidation Payments in the order accordance with Section 1 of preference set forth in Subsection l(a)this Article FOURTH.

Merger as Liquidation, etc. The merger or consolidation of the -------------------------- Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least fifty eighty percent (5080%) in voting power of the capital stock of the surviving corporation, in which case the provisions of Subsection 2(h) shall apply), the closing of any transaction, or series of transactions, in which more than fifty percent (50%) of the voting power of the Corporation is sold to another corporation or entity or the sale of all, all or substantially all, all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 1, 1 with respect to the Series B Preferred Stock unless the holders of (i) at least sixty eighty- five percent (6085%) of the then issued and outstanding shares of the Series B Preferred Stock elect to the contrary, and with respect to the Series A Preferred Stock; and (ii) Stock unless the holders of at least a majority in interest eighty percent (80%) of the then issued and outstanding shares of the Series B A Preferred Stock, each such series voting as separate classes, Stock elect to the contrary, such election in either case to be made by giving written notice thereof to the Corporation at least five (5) three days before the effective date of such event. If such notice is given with respect to the Series A B Preferred Stock and or the Series B A Preferred Stock, the provisions of Subsection 2(h) shall apply to such Series B Preferred Stock or Series A Preferred Stock, as the case may be. Unless such election is made by the requisite holders of a series of Preferred Stockmade, any amounts received by the holders of such series of the Series B Preferred Stock and the Series A Preferred Stock as a result of such merger or consolidation shall be deemed to be applied toward, and all consideration received by the Corporation in such asset sale together with all other available assets of the Corporation shall be distributed toward, the Liquidation Payments attributable to such shares of Series B Preferred Stock and Series A Preferred Stock, respectively, in the order of preference set forth in Subsection l(a)Section 1.