Common use of Primary Distribution Clause in Contracts

Primary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary (a "Liquidation"), (i) each holder of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of other series of Series A Preferred Stock, Series B Preferred Stock, and Series F Preferred Stock or Common Stock by reason of their ownership thereof an amount equal to: (A) if the effective date of the Liquidation occurs within one year of the Series C Original Issue Date (as defined below), the sum of (x) $2.50 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; (B) if the effective date of the Liquidation occurs after one year from the Series C Original Issue Date but within two years of the Series C Original Issue Date, the sum of (x) $3.125 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; and (C) if the effective date of the Liquidation occurs at any time after two years of the Series C Original Issue Date, the sum of (x) $3.91 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; (ii) each holder of Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Series A Preferred Stock, Series B Preferred Stock and Series F Preferred Stock, or Common Stock by reason of their ownership thereof an amount equal to: (A) if the effective date of the Liquidation occurs within one year of the Series D Original Issue Date (as defined below), the sum of (x) $6.25 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; (B) if the effective date of the Liquidation occurs after one year from the Series D Original Issue Date but within two years of the Series D Original Issue Date, the sum of (x) $7.8125 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; and (C) if the effective date of the Liquidation occurs at any time after two years of the Series D Original Issue Date, the sum of (x) $9.80 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; (iii) each holder of the Series F Preferred Stock shall be entitled to receive an amount equal to the sum of (x) five cents ($0.05) (the "Original Series F Issue Price") for each share of Series F Preferred Stock held of record by such holder (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares; (iv) each holder of the Series A Preferred Stock shall be entitled to receive an amount equal to the sum of (x) thirty-five cents ($0.35) (the "Original Series A Issue Price") for each share of Series A Preferred Stock held of record by such holder (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares; and (v) each holder of the Series B Preferred Stock shall be entitled to receive an amount equal to the sum of (x) seventy-five cents ($0.75) ("Original Series B Issue Price") for each share of Series B Preferred Stock held of record by such holder (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares. If upon the occurrence of such event, the assets and funds of the Corporation legally available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably first among the holders of the Series C Preferred Stock and Series D Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive and then among the holders of the Series F, Series A, and Series B Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

Primary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary (a "Liquidation"), (i) each holder of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of other series of Series A Preferred Stock, Series B Preferred Stock, and Series F Preferred Stock or Common Stock by reason of their ownership thereof an amount equal to: (A) if the effective date of the Liquidation occurs within one year of the Series C Original Issue Date (as defined below), the sum of (x) $2.50 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; (B) if the effective date of the Liquidation occurs after one year from the Series C Original Issue Date but within two years of the Series C Original Issue Date, the sum of (x) $3.125 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; and (C) if the effective date of the Liquidation occurs at any time after two years of the Series C Original Issue Date but within three years of the Series C Original Issue Date, the sum of (x) $3.91 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; (ii) each holder of Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Series A Preferred Stock, Series B Preferred Stock and Series F Preferred Stock, or Common Stock by reason of their ownership thereof an amount equal to: (A) if the effective date of the Liquidation occurs within one year of the Series D Original Issue Date (as defined below), the sum of (x) $6.25 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; (B) if the effective date of the Liquidation occurs after one year from the Series D Original Issue Date but within two years of the Series D Original Issue Date, the sum of (x) $7.8125 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; and (C) if the effective date of the Liquidation occurs at any time after two years of the Series D Original Issue Date, the sum of (x) $9.80 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; (iii) each holder of the Series F Preferred Stock shall be entitled to receive an amount equal to the sum of (x) five cents ($0.05) (the "Original Series F Issue Price") for each share of Series F Preferred Stock held of record by such holder (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares; (iviii) each holder of the Series A Preferred Stock shall be entitled to receive an amount equal to the sum of (x) thirty-five cents ($0.35) (the "Original Series A Issue Price") for each share of Series A Preferred Stock held of record by such holder (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares; and (viv) each holder of the Series B Preferred Stock shall be entitled to receive an amount equal to the sum of (x) seventy-five cents ($0.75) ("Original Series B Issue Price") for each share of Series B Preferred Stock held of record by such holder (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares. If upon the occurrence of such event, the assets and funds of the Corporation legally available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably first among the holders of the Series C Preferred Stock and Series D Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive and then among the holders of the Series F, Series A, and Series B Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.