Common use of Preferential Payments to Holders of Series B Preferred Stock Clause in Contracts

Preferential Payments to Holders of Series B Preferred Stock. Subject to the final sentence of this Subsection 2.1, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event (as defined in Subsection 2.3.1), the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, pursuant to the laws of the State of California, before any payment shall be made to the holders of any other shares of capital stock of the Company by reason of their ownership thereof, a cash amount per share equal to the Series B Original Issue Price, plus any Series B Dividends accrued but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders, pursuant to the laws of the State of California, shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series B 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. Notwithstanding the foregoing, any payment payable pursuant to this Subsection 2.1 shall be pari passu with any payment payable to the holders of Redemption Notes (as defined Subsection 6.1) pursuant to Subsection 6.1 upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event.

Preferential Payments to Holders of Series B Preferred Stock. Subject to the final sentence of this Subsection 2.1, in In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event (as defined in Subsection 2.3.1), the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, following the payment in full of all amounts payable on the Series C Preferred Stock and Series C-1 Preferred Stock pursuant to the laws of the State of California, Subsection 2.1 but before any payment shall be made to the holders of any other shares of capital stock of the Company Series A Preferred Stock and Common Stock by reason of their ownership thereof, a cash an amount per share equal to the greater of (i) two times the Series B Original Issue Price, plus any Series B Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon and (ii) the amount per share of the Series B Preferred Stock which such holder of Series B Preferred Stock would receive if such holder had converted such shares of Series B Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders, pursuant to the laws of the State of California, stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.12.2, the holders of shares of Series B 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. Notwithstanding the foregoing, any payment payable pursuant The aggregate amount which a holder of a share of Series B Preferred Stock is entitled to receive under this Subsection 2.1 shall be pari passu with any payment payable 2.2 is hereinafter referred to as the holders of Redemption Notes (as defined Subsection 6.1) pursuant to Subsection 6.1 upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed “Series B Liquidation EventAmount.”

Preferential Payments to Holders of Series B Preferred Stock. Subject to the final sentence of this Subsection 2.1, in In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event (as defined in Subsection 2.3.1), the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholdersstockholders (on a pari passu basis with the holders of Series A Preferred Stock), pursuant to the laws of the State of California, and before any payment shall be made to the holders of Common Stock or any other shares class or series of capital stock of ranking on liquidation junior to the Company Series B Preferred Stock by reason of their ownership thereof, a cash an amount per share equal to the greater of (1) a cash payment equal to the sum of the Series B Original Issue Price, Price plus an amount equal to all Series B Accruing Dividends unpaid thereon plus any other dividends declared but unpaid thereon and (2) such amount per share as would have been payable had all shares of Series B Dividends accrued but unpaid thereonPreferred Stock been converted into shares of Series A Preferred Stock pursuant to the applicable provisions of Section 5 and such shares of Series A Preferred Stock had been converted into shares of Common Stock pursuant to the applicable provisions of Section 4 immediately prior to such liquidation, dissolution or winding-up; provided, however, that, notwithstanding the foregoing, the holders of a majority of the Series B Preferred Stock may elect to receive the amounts in Section 2(b)(2) by delivering a written instrument to the Corporation indicating the same. The aggregate amount which a holder of a share of Series B Preferred Stock is entitled to receive under this Section 2(b) is hereinafter referred to as the “Series B Liquidation Amount.” If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders, pursuant to the laws of the State of California, stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock and the Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1Section 2(b), then the holders of shares of Series B Preferred Stock and the Series A 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. Notwithstanding the foregoing, any payment payable pursuant to this Subsection 2.1 shall be pari passu with any payment payable to the holders of Redemption Notes (as defined Subsection 6.1) pursuant to Subsection 6.1 upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event.

Preferential Payments to Holders of Series B Preferred Stock. Subject to the final sentence of this Subsection 2.1, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event (as defined in Subsection 2.3.1), the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, pursuant to the laws of the State of California, stockholders before any payment shall be made to the holders of any other shares of capital stock of the Company by reason of their ownership thereof, a cash amount per share equal to the Series B Original Issue Price, plus any Series B Dividends accrued but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders, pursuant to the laws of the State of California, stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series B 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. Notwithstanding the foregoing, any payment payable pursuant to this Subsection 2.1 shall be pari passu with any payment payable to the holders of Redemption Notes (as defined Subsection 6.1) pursuant to Subsection 6.1 upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event.