Common use of Effecting a Deemed Liquidation Event Clause in Contracts

Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event unless (i) the agreement relating to such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 or (ii) the holders of both (A) at least sixty percent (60%) of the then outstanding shares of Series B Preferred Stock and (B) the aggregate principal amount of any then outstanding Redemption Notes, specifically approve (whether at a duly called meeting of the Series B Preferred Stockholders or by a valid written consent in lieu of a meeting) the allocation of such consideration in a manner different from that provided in Subsections 2.1 and 2.2.

Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event unless (i) the agreement relating to such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 or (ii) the holders of both (A) at least sixty percent (60%) a majority of the then outstanding shares of Series B Preferred Stock and (B) the aggregate principal amount of any then outstanding Redemption Notes, specifically approve (whether at a duly called meeting of the Series B Preferred Stockholders or by a valid written consent in lieu of a meeting) the allocation of such consideration in a manner different from that provided in Subsections 2.1 and 2.2.