Common use of Series A Liquidation Preference Clause in Contracts

Series A Liquidation Preference. In the event of any liquidation, dissolution or winding-up of the Corporation (a “Liquidation”), whether voluntary or involuntary, and subject to Section 1(b)(4), the holders of the Series A Preferred Shares then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets or property of the Corporation to the holders of any other shares of any series or classes of shares of the Corporation by reason of their ownership thereof, an amount per Series A Preferred Share equal to the sum of the original issue price of US$20.00 (the “Original Series A Issue Price”) per Series A Preferred Share (as adjusted for any stock splits, stock consolidations, stock dividends, recapitalizations or the like) plus all declared but unpaid dividends for each Series A Preferred Share then held by such holder (the “Series A Liquidation Preference”). If upon the occurrence of such event and after the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Series A Liquidation Preference, then the entire assets and property of the Corporation legally available for distribution to such holders shall be distributed ratably among the holders of the Series A Preferred Shares in proportion to the amount each such holder would have been entitled to receive if the Corporation’s assets were sufficient to permit distribution of the full Series A Liquidation Preference.

Appears in 1 contract

Samples: Share Purchase Agreement (Mascoma Corp)

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Series A Liquidation Preference. In After the event payment to the holders of any liquidationSeries E Preferred Stock, dissolution or winding-up the holders of Series D Preferred Stock, the holders of Series C Preferred Stock, and the holders of Series B Preferred Stock of the Corporation (a “Liquidation”full amounts specified in Sections 3(a), whether voluntary or involuntary3(b), 3(c) and subject to Section 1(b)(4)3(d) above, the holders of the Series A Preferred Shares then outstanding Stock shall be entitled to receive, prior and in preference to any distribution of any of the remaining assets or property of the Corporation to the holders of any other shares of any series or classes of shares of the Corporation Common Stock by reason of their ownership thereofof such stock, an amount per share for each share of [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Series A Preferred Share Stock held by them equal to the sum of (i) the original issue price Liquidation Preference for such shares and (ii) all declared and unpaid dividends on such share of US$20.00 (the “Original Series A Issue Price”) per Series A Preferred Share (as adjusted for any stock splits, stock consolidations, stock dividends, recapitalizations or the like) plus all declared but unpaid dividends for each Series A Preferred Share then held by such holder (the “Series A Liquidation Preference”)Stock. If upon the occurrence remaining assets of such event and after the assets and funds thus distributed among Corporation legally available for distribution to the holders of the Series A Preferred Shares shall be Stock are insufficient to permit the payment to such holders of the full Series A Liquidation Preferenceamounts specified in this Section 3(e), then the entire remaining assets and property of the Corporation legally available for distribution to such holders shall be distributed ratably with equal priority and pro rata among the holders of the Series A Preferred Shares Stock in proportion to the amount each such holder full amounts they would have been otherwise be entitled to receive if the Corporation’s assets were sufficient pursuant to permit distribution of the full Series A Liquidation Preferencethis Section 3(e).

Appears in 1 contract

Samples: Series E Preferred Stock Purchase Agreement (Fluidigm Corp)

Series A Liquidation Preference. In After payment to the event holders of any liquidationSeries E Preferred Stock, dissolution or winding-up Series E-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock of the Corporation (a “Liquidation”full amounts specified in Sections 4(a), whether voluntary or involuntary4(b), 4(c) and subject to Section 1(b)(4)4(d) above, the holders of the Series A Preferred Shares then outstanding Stock shall be entitled to receive, prior and in preference to any distribution of any of the remaining assets or property of the Corporation to the holders of any other shares of any series or classes of shares of the Corporation Common Stock by reason of their ownership thereofof such stock, an amount per share for each share of Series A Preferred Share Stock held by them equal to the sum of (i) the original issue price Liquidation Preference for such share and (ii) all declared and unpaid dividends on such share of US$20.00 (the “Original Series A Issue Price”) per Series A Preferred Share (as adjusted for any stock splits, stock consolidations, stock dividends, recapitalizations or the like) plus all declared but unpaid dividends for each Series A Preferred Share then held by such holder (the “Series A Liquidation Preference”)Stock. If upon the occurrence remaining assets of such event and after the assets and funds thus distributed among Corporation legally available for distribution to the holders of the Series A Preferred Shares shall be Stock are insufficient to permit the payment to such holders of the full Series A Liquidation Preferenceamounts specified in this Section 4(e), then the entire remaining assets and property of the Corporation legally available for distribution to such holders shall be distributed ratably with equal priority and pro rata among the holders of the Series A Preferred Shares Stock in proportion to the amount each such holder full amounts they would have been otherwise be entitled to receive if the Corporation’s assets were sufficient pursuant to permit distribution of the full Series A Liquidation Preferencethis Section 4(e).

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Fluidigm Corp)

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Series A Liquidation Preference. In the event of any liquidation, dissolution or winding-up of the Corporation (a “Liquidation”), whether whether, voluntary or involuntary, and subject to Section 1(b)(4), the holders of the Series A Preferred Shares then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets or property of the Corporation to the holders of any other shares of any series or classes of shares of the Corporation by reason of their ownership thereof, an amount per Series A Preferred Share equal to the sum of the original issue price of US$20.00 (the “Original Series A Issue Price”) per Series A Preferred Share (as adjusted for any stock splits, stock consolidations, stock dividends, recapitalizations or the like) plus all declared but unpaid dividends for each Series A Preferred Share then held by such holder (the “Series A Liquidation Preference”). If upon the occurrence of such event and after the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Series A Liquidation Preference, then the entire assets and property of the Corporation legally available for distribution to such holders shall be distributed ratably among the holders of the Series A Preferred Shares in proportion to the amount each such holder would have been entitled to receive if the Corporation’s assets were sufficient to permit distribution of the full Series A Liquidation Preference.

Appears in 1 contract

Samples: Share Purchase Agreement (Mascoma Corp)

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