Preference on Liquidation, etc. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus), or proceeds thereof, shall be made to or set apart for the holders of shares of any Junior Securities, the holders of shares of Series B Preferred Stock shall be entitled to receive payment of $100 per share held by them, plus an amount equal to all accrued and unpaid dividends thereon, whether or not declared to the date of such payment. If, upon any liquidation, dissolution or winding-up of the Company, the assets of the Company, or proceeds thereof, distributed among the holders of shares of Series B Preferred Stock shall be insufficient to pay in full the respective preferential amounts on shares of Series B Preferred Stock and all Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Stock and the holders of Parity Securities ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. After payment of the full amount of the liquidation preference to which the holders of Series B Preferred Stock are entitled, such holders will not be entitled to any further participation in any distribution of assets of the Company. For the purpose of this Xxxxxxx 0, xxxx of the merger or the consolidation of the Company into or with another corporation or the merger or consolidation of any other corporation into or with the Company or the sale, transfer, or other disposition of all or substantially all of the assets of the Company, shall be deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up of the Company.
Preference on Liquidation, etc. In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation, subject to the prior preferences and other rights of any Senior Stock as to liquidation preferences, the holders of Convertible Special Stock shall be entitled to be paid out of the assets of the Corporation in cash or property at its fair market value as determined, in good faith, by the Board of Directors of the Corporation the Liquidation Preference per share prior to any payment to the holders of Common Stock. After payment in full of the Liquidation Preference per share of the Convertible Special Stock, the holders of the Convertible Special Stock and the Common Stock (as defined in Section 4.6 hereof) shall share pro rata based upon (i) the number of shares of Common Stock into which the Convertible Special Stock was convertible immediately prior to such liquidation, dissolution or winding up (assuming, for purposes of such calculation, conversion of the outstanding shares of Convertible Special Stock whether or not such Convertible Special Stock was at such time convertible) and (ii) the number of shares of Common Stock (as defined in Section 4.6 hereof) outstanding. Except as provided in this Section 3.1, holders of Convertible Special Stock shall not be entitled to any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation.
