Common use of Payments to Holders of Preferred Stock Clause in Contracts

Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders on a pari passu basis among the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, and before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series A Original Issue Price, the Series A-l Original Issue Price or the Series B Original Issue Price (each as defined below), as applicable, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of each series of Preferred Stock that would receive a greater amount upon conversion into Common Stock than pursuant to clause (i) above converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amounts payable pursuant to this sentence are hereinafter referred to as the “Series A Liquidation Amount”, the “Series A-l Liquidation Amount” and the “Series B Liquidation Amount”, as applicable). If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The “Series A Original Issue Price” shall mean $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Care.com Inc), Common Stock Purchase Warrant (Care.com Inc)

AutoNDA by SimpleDocs

Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders on a pari passu basis among between the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B A-1 Preferred Stock, and before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series A Original Issue Price, the Series A-l Original Issue Price or the Series B A-1 Original Issue Price (each as defined below), as applicable, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of each series of Preferred Stock that would receive a greater amount upon conversion into Common Stock than pursuant to clause (i) above converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amounts payable pursuant to this sentence are hereinafter referred to as the “Series A Liquidation Amount”, the “Series A-l Liquidation Amount” and the “Series B A-1 Liquidation Amount”, as applicable). If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The “Series A Original Issue Price” shall mean $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to thethe Series A Preferred Stock. The “Series A-1 Original Issue Price” shall mean $1.72 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock.

Appears in 2 contracts

Samples: Preferred Stock Purchase Warrant (Care.com Inc), Preferred Stock Purchase Warrant (Care.com Inc)

Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders stockholders, on a pari passu basis among the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, and before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on liquidation junior to the Senior Preferred Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $.74 per share in the case of the Series E Preferred Stock; $.847742 per share in the case of the Series Dl Preferred Stock, $.6374 per share in the case of the Series D Preferred Stock, $.3923 per share in the case of the Series C Preferred Stock; $.3365781 per share, in the case of the Series B Preferred Stock; $.25 per share in the case of the Series A Original Issue Price, Preferred Stock; $.7058 per share in the case of the Series A-l Original Issue Price or 1 Preferred Stock; and $.7983 per share in the case of the Series B Original Issue Price 2 Preferred Stock (subject in each as defined belowcase to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), as applicable, plus any dividends declared pursuant to Sections l(a) or l(b) above (but excluding any dividends referred to in Section l(c) through Section l(g), which shall be cancelled) but unpaid thereon, or (ii) such amount per share as would have been payable had all shares each share of each the Senior Preferred Stock (but not other series of Preferred Stock that would receive a greater amount upon conversion into Common Stock than pursuant to clause (iStock) above been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amounts payable pursuant to this sentence are greater of (i) or (ii) is hereinafter referred to as the “Series E Liquidation Amount,” “Series Dl Liquidation Amount,” “Series D Liquidation Amount,” “Series C Liquidation Amount,” “Series B Liquidation Amount,” “Series A Liquidation Amount”, the ,” “Series A-l 1 Liquidation Amount” and the “Series B 2 Liquidation Amount”, as applicable). If If, upon any such liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Senior Preferred Stock Stock, and any class or series of stock ranking on liquidation on a parity with the Senior Preferred Stock, the full amount to which they such holders shall be entitled under this Subsection 2.1entitled, the holders of shares of Senior Preferred Stock Stock, and any class or series of stock ranking on liquidation on a parity with the Senior Preferred Stock, shall share ratably in any distribution of the remaining assets available for distribution and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The “Series A Original Issue Price” shall mean $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the.

Appears in 1 contract

Samples: Merger Agreement (Tangoe Inc)

AutoNDA by SimpleDocs

Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders on stockholders, and in the event of a pari passu basis among the Series A Preferred StockDeemed Liquidation Event (as defined below), the Series A-1 holders of shares of each series of Preferred Stock and then outstanding shall be entitled to be paid out of the Series B Preferred Stockconsideration payable to stockholder in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), and as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to (A) with respect to each share of Series Seed Preferred Stock, the greater of (i) the Series A Seed Original Issue Price, the Series A-l Original Issue Price or the Series B Original Issue Price (each as defined below), as applicable, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of each series of Series Seed Preferred Stock that would receive a greater amount upon conversion into Common Stock than pursuant to clause (i) above been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amounts amount payable pursuant to this sentence are is hereinafter referred to as the “Series Seed Liquidation Amount”), (B) with respect to each share of Series A Preferred Stock, the greater of (i) the Series A Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A Liquidation Amount”), (C) with respect to each share of Series B Preferred Stock, the greater of (i) the Series A-l Liquidation Amount” and B Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”), (D) with respect to each share of Series C Preferred Stock, the greater of (i) the Series C Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as applicablewould have been payable had all shares of Series C Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series C Liquidation Amount”), (E) with respect to each share of Series D Preferred Stock, the greater of (i) the Series D Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series D Liquidation Amount”), (F) with respect to each share of Series E-1 Preferred Stock, the greater of (i) the Series E-1 Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series E-1 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series E-1 Liquidation Amount”); (G) with respect to each share of Series E-2 Preferred Stock, the greater of (i) the Series E-2 Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series E-2 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series E-2 Liquidation Amount”) and (H) with respect to each share of Series E-3 Preferred Stock, the greater of (i) the Series E-3 Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series E-3 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “Series E-3 Liquidation Amount”), the Series Seed Liquidation Amount, the Series A Liquidation Amount, the Series B Liquidation Amount, the Series C Liquidation Amount, the Series D Liquidation Amount, the Series E-1 Liquidation Amount, Series E-2 Liquidation Amount or Series E-3 Liquidation Amount may be referred to as a “Liquidation Amount”). The payment of the Series Seed Liquidation Amount, the Series A Liquidation Amount, the Series B Liquidation Amount, the Series C Liquidation Amount, the Series D Liquidation Amount, the Series E-1 Liquidation Amount, Series E-2 Liquidation Amount and Series E-3 Liquidation Amount, shall be made on a pari passu basis. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, 2.1 the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The “Series A Original Issue Price” shall mean $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the.

Appears in 1 contract

Samples: Subscription Agreement (Starry Holdings, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!