Preference Upon Liquidation. In the event of liquidation of the Company, no distribution shall be made to holders of Units until distributions have been made to the holders of Series A Preferred Units in the aggregate amount of $4,125 per Series A Preferred Unit plus the sum of all accrued but unpaid dividends on such Series A Preferred Unit.
Preference Upon Liquidation. A. Upon any liquidation, dissolution or winding up of the Corporation, (i) first, each Series B Holder will be entitled to be paid, before any distribution or payment is made upon any other securities of the Corporation, an amount in cash equal to the aggregate Liquidation Value of all shares of Series B Stock held by such holder; (ii) second, each Series A Holder will be entitled to be paid, before any distribution or payment is made upon any Junior Securities of the Corporation, an amount in cash equal to the aggregate Liquidation Value of all shares of Series A Stock held by such holder; (iii) thereafter, each Series A Holder and Series B Holder shall participate in any distribution or payment on a pro rata basis with all Junior Securities and such shares shall thereafter have only the rights of Common Stock as if such holder’s Preferred Stock had been converted into Common Stock pursuant to Section 4B.5(A).
B. Notwithstanding Section 4B.5B(ii) below, the reorganization, consolidation or the merger of the Corporation into or with any other corporation(s) or other entity(ies) (other than a transaction as a result of which the stockholders of the Corporation immediately prior to such transaction hold a majority of the combined voting power of the surviving entity immediately after such transaction) (a “Reorganization”), the sale, lease, licensing, exchange or other transfer by the Corporation of all or more than 50% of the Corporation’s business assets or the commencement by the Corporation of a voluntary case under the United States bankruptcy laws or any applicable bankruptcy, insolvency or similar law of any other country, or consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of or more than 50% of the Corporation’s business assets, or the making of an assignment for the benefit of its creditors, or an admission in writing of its inability to pay its debts generally as they become due (any of such actions or events, a “Material Event”), will be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 4B.4. Notwithstanding the foregoing, any Series A Holder [or Series B Holder] may elect, in such holder’s sole discretion, upon written notice to the Corporation not less than three (3) days before any such Reorganization, for such ...
Preference Upon Liquidation. 6 4. OPERATION AND MANAGEMENT OF THE COMPANY..................................6
Preference Upon Liquidation. On a return of capital on a Liquidation Event (other than on conversion, redemption or a purchase of shares), the holders of Preference Shares shall be entitled to receive, prior to and in preference to the holders of any other class of shares, an amount equal to the original purchase price for their respective Preference Shares, adjusted for any share dividend, subdivision, combination, consolidation, or the like, plus the amount of all declared but unpaid dividends relating to such Preference Shares (the "Subscription Amount"). In the event that the proceeds available for distribution in any liquidation or winding up are insufficient to satisfy the full amount of the Subscription Amount, the holders of Preference Shares shall share the available distributable proceeds ratably. After payment of the Subscription Amount to all holders of Preferred Stock, the holders of all classes of shares other than Preference Shares shall participate ratably (on an as-converted basis) in any distribution of remaining assets.
