Common use of Preference Amount Clause in Contracts

Preference Amount. In the event of a Deemed Liquidation Event, holders of Series B Preferred Stock will be entitled to receive, for each share of Series B Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus), legally available for distribution to the stockholders of the Corporation, subject to the rights of any Persons that are holders of any class or series of securities ranking senior to the Series B Preferred Stock upon a Deemed Liquidation Event, a distribution (“Preference Distribution”) equal to two (2) times (2.0x) the amount of the Liquidation Amount per share of Series B Preferred Stock, plus any Dividends declared but unpaid on the Series B Preferred Stock, without regard to any undeclared Dividends (the “Preference Amount”). Insofar as the Dividends or Preference Distributions payable are property other than cash, such Dividends or Preference Distributions shall be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors or a duly authorized committee of the Board of Directors; provided that such Dividends or Preference Distributions in property other than cash will be made only to the extent the holder, together with all Affiliates of the holder, will not own or control in the aggregate more than 24.9% of the total outstanding shares of any class of voting securities or 33.3% of the total equity of the Corporation or Republic First Bank after making such payment, and to the extent that such payment may trigger exceeding such aggregate ownership, the holder will be paid cash in lieu of such other property.