Common use of Preference on Liquidation Clause in Contracts

Preference on Liquidation. (1) In the event of any liquidation, dissolution or winding up of the Corporation, the holders of Series “A” Preferred Shares then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made in respect of the Corporation’s Common Shares or junior stock, an amount equal to One Dollar ($1.00) per share. If, upon liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for the distribution to its shareholders shall be insufficient to pay the holders of the Series “A” Preferred Shares an amount equal to One Dollar ($1.00) per share, the holders of the Series “A” Preferred Shares shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. After the holders of Series “A” Preferred Shares have received an amount equal to One Dollar ($1.00) per share, the assets then remaining shall be distributed equally per share to the holders of a subsequently issued junior class of Preferred Shares, or if none, then to the holders of Common Shares. (2) A reorganization, consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation as those terms are used in this subdivision (d) and, in the event of any such reorganization, consolidation, merger or sale of assets, the Series “A” Preferred Shares shall be entitled only to the rights provided in the plan of reorganization.

Preference on Liquidation. (1a) In the event of any liquidation, dissolution or winding up of the Corporation, the holders of Series “A” the Redeemable Preferred Shares then outstanding Stock shall be entitled to be paid out receive in cash and prior and in preference to any distribution of the assets of the Corporation available for distribution to its stockholdersany assets, whether from capital, surplus or earnings, before any payment shall be made in respect of the Corporation’s Common Shares or junior stock, an amount equal to One Dollar ($1.00) per share. If, upon liquidation, dissolution or winding up of the Corporation, the assets earnings of the Corporation available to the holders of any other capital stock of the Corporation (including the Convertible Preferred Stock and the Common Stock), the amount of $1,000.00 per share for each share of Redeemable Preferred Stock then held by them (adjusted for any stock split, combination, consolidation, or stock distributions or stock dividends with respect to such shares) together with all accrued but unpaid cumulative dividends on the distribution to its shareholders Redeemable Preferred Stock (the "Liquidation Preference Amount"). If the assets and funds thus distributed among the holders of the Redeemable Preferred Stock shall be insufficient to pay permit the payment to such holders of the full Liquidation Preference Amount then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series “A” Redeemable Preferred Shares an amount equal to One Dollar ($1.00) per share, the holders of the Series “A” Preferred Shares shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. After the holders of Series “A” Preferred Shares have received an amount equal to One Dollar ($1.00) per share, the assets then remaining shall be distributed equally per share to the holders of a subsequently issued junior class of Preferred Shares, or if none, then to the holders of Common SharesStock. (2b) A reorganization, consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, The following shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section B.2 (with each such event being referred to herein as a "Corporate Disposition"): (i) a consolidation or merger of this Corporation with or into any other corporation or corporations (other than a wholly-owned subsidiary or in connection with an acquisition permitted under the Debenture Purchase Agreement); (ii) the sale, transfer or other disposition of all or substantially all of the assets of this Corporation; or (iii) the effectuation by the Corporation or its shareholders of a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of (other than as those terms are used in this subdivision (d) and, in permitted under the event of any such reorganization, consolidation, merger or sale of assets, the Series “A” Preferred Shares shall be entitled only to the rights provided in the plan of reorganizationDebenture Purchase Agreement).

Preference on Liquidation. (1a) In the event of any liquidationthat the Corporation shall be liquidated, dissolution dissolved or winding up wound up, whether voluntarily or involuntarily, after all creditors of the CorporationCorporation shall have been paid in full, the holders of the Series “A” A Preferred Shares then outstanding Stock shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment amount shall be made in respect paid to the holders of the Corporation’s any shares of Common Shares or junior stockStock, an amount equal to One Dollar ($1.00) 5.00 in cash per shareshare plus an amount equal to any dividends accrued and unpaid thereon to the date of final distribution, and no more. If, If upon any liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation available for the distribution to its shareholders shall be insufficient to pay the holders of all outstanding shares of Series A Preferred Stock the Series “A” Preferred Shares an amount equal full amounts to One Dollar ($1.00) per sharewhich they respectively shall be entitled, such assets, or the proceeds thereof, shall be distributed ratably among the holders of the Series “A” A Preferred Shares Stock. Holders of Series A Preferred Stock shall share ratably in any distribution of assets according to not be entitled, upon the respective amounts which would be payable in respect liquidation, dissolution or winding up of the shares held by them upon such distribution if all Corporation, to receive any amounts payable on or with respect to said shares were paid such stock other than the amounts referred to in full. After the holders of Series “A” Preferred Shares have received an amount equal to One Dollar ($1.00) per share, the assets then remaining shall be distributed equally per share to the holders of a subsequently issued junior class of Preferred Shares, or if none, then to the holders of Common Sharesthis paragraph 3(a). (2b) A reorganizationNeither the purchase nor redemption by the Corporation of shares of any class of stock in any manner permitted by the Certificate of Incorporation or any amendment thereof, nor the merger or consolidation or merger of the Corporation with or into any other corporation or corporations, nor a sale, transfer or a sale lease of all or substantially all of the Corporation's assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation as those terms are used in for the purposes of this subdivision (d) and, in the event of any such reorganization, consolidation, merger or sale of assets, the Series “A” Preferred Shares shall be entitled only to the rights provided in the plan of reorganizationparagraph 3.

Preference on Liquidation. (1) . In the event that the Corporation shall liquidate, dissolve or wind up, whether voluntarily or involuntarily, no distribution shall be made to the holders of shares of Common Stock or other Series C Junior Securities (and no monies shall be set apart for such purpose) unless prior thereto, the holders of shares of Series C Preferred Stock shall have received an amount per share equal to the sum of the Stated Value of the Series C Preferred Stock plus all accrued and unpaid dividends thereon through the date of distribution (the "Liquidation Preference"). 2. If, upon any such liquidation, dissolution or other winding up of the Corporation, the holders of Series “A” Preferred Shares then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made in respect of the Corporation’s Common Shares or junior stock, an amount equal to One Dollar ($1.00) per share. If, upon liquidation, dissolution or winding up affairs of the Corporation, the assets of the Corporation available for the distribution to its shareholders shall be insufficient to pay permit the payment in full of the Liquidation Preference for each share of Series C Preferred Stock then outstanding and the full liquidating payments on all Series C Parity Securities, then the assets of the Corporation remaining after the distribution to holders of all Series C Senior Securities, if any, of the full amounts to which they may be entitled shall be ratably distributed among the holders of the Series “A” C Preferred Shares an amount equal to One Dollar ($1.00) per share, the holders Stock and of the any Series “A” Preferred Shares shall share ratably C Parity Securities in any distribution of assets according proportion to the respective full amounts to which they would otherwise be payable in respect of the shares held by them upon such distribution respectively entitled if all amounts payable on or with respect to said shares thereon were paid in full. After the holders of Series “A” Preferred Shares have received an amount equal to One Dollar ($1.00) per share, the assets then remaining shall be distributed equally per share to the holders of a subsequently issued junior class of Preferred Shares, or if none, then to the holders of Common Shares. 3. Neither the sale, conveyance, exchange or transfer (2for cash, shares of stock, securities or other consideration) A reorganizationof all or substantially all the property or assets of the Corporation nor the consolidation, consolidation merger or merger other business combination of the Corporation with or into any one or more corporations or other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, entities shall not be deemed to be a liquidation, dissolution or winding up winding-up, voluntary or involuntary, of the Corporation as those terms are used in for purposes of this subdivision (d) and, in the event of any such reorganization, consolidation, merger or sale of assets, the Series “A” Preferred Shares shall be entitled only to the rights provided in the plan of reorganization.Section D.