Common use of Notice of Liquidation Transaction Clause in Contracts

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Preferred Stock written notice of any impending Liquidation Transaction not later than 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than 10 days after the Corporation has given the first notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Restated Certificate, all notice periods or requirements in this Restated Certificate may be shortened or waived, either before or after the action for which notice is required, (A) with respect to the Series A, Series B and Series C Preferred Stock, upon the written consent of the holders of a majority of the voting power of the outstanding Series A, Series B and Series C Preferred Stock that are entitled to such notice rights (voting together as a single class and on an as-converted basis) and, (B) with respect to the Series D Preferred Stock, upon the written consent of the holders of a majority of the voting power of the then outstanding shares of Series D Preferred Stock that are entitled to such notice rights, (voting together as a separate class).

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Preferred Stock written notice of any impending Liquidation Transaction not later than 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than 10 days after the Corporation has given the first notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Restated CertificateCertificate of Incorporation, all notice periods or requirements in this Restated Certificate of Incorporation may be shortened or waived, either before or after the action for which notice is required, (A) with respect to the Series A, Series B and Series C Preferred Stock, upon the written consent of the holders of a majority of the voting power then outstanding shares of the outstanding Series A, Series B and Series C Preferred Stock that are entitled to such notice rights (voting together as a single class and on an as-converted basis) and, (B) with respect to the Series D Preferred Stock, upon the written consent of the holders of a majority of the voting power of the then outstanding shares of Series D Preferred Stock that are entitled to such notice rights; provided, (voting together as that, notice periods or requirements with respect to holders of a separate class)particular series of Preferred Stock required pursuant to this Restated Certificate of Incorporation may only be waived by such series of Preferred Stock.

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series Preferred Stock written notice of any impending Liquidation Transaction not later than 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waivedwaived in writing, the Liquidation Transaction shall not take place sooner than 10 days after the Corporation has given the first notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Restated Certificate, all notice periods or requirements in this Restated Certificate may be shortened or waived, either before or after the action for which notice is required, (A) with respect to the Series A, Series B and Series C Preferred Stock, upon the written consent of the holders of a majority of the voting power each of the outstanding Series AA Preferred Stock, Series B and Preferred Stock, Series C Preferred Stock that are entitled to such notice rights (voting together as a single class and on an as-converted basis) and, (B) with respect to the Series D C-1 Preferred Stock, upon the written consent of the holders of each voting as a majority of the voting power of the then outstanding shares of Series D Preferred Stock separate class, that are entitled to such notice rights, (voting together as a separate class).