Common use of Treatment at Liquidation, Dissolution or Winding Up Clause in Contracts

Treatment at Liquidation, Dissolution or Winding Up. The Series B Junior Preferred Stock shall be junior to the Series A Preferred Stock with respect to liquidation preference. any class or series of Preferred Stock designated in the future to be on a parity with the Series B Junior Preferred Stock with respect to liquidation preference are collectively referred to herein as "Parity Stock". In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series B Junior Preferred Stock in liquidation preference (collectively, "Junior Stock"), and subject to the liquidation rights and preferences of the Series A Preferred Stock and any class or series of Preferred Stock designated in the future to be senior to the Series B Junior Preferred Stock with respect to liquidation preference ("Senior Stock"), the holders of each share of Series B Junior Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, whether such assets are capital, surplus or earnings ("Available Assets"), the greater of (i) an amount per share of Series B Junior Preferred Stock equal to $2.00, plus $.20 for each year (pro rated for partial years) from December 31, 1998 until the date of distribution of Available Assets, (subject to equitable adjustment for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Preferred Stock), or (ii) such amount per share of Series B Junior Preferred

Treatment at Liquidation, Dissolution or Winding Up. The Series B Junior Preferred Stock shall be junior to the Series A Preferred Stock with respect to liquidation preference. any class Any classes or series of Preferred Stock designated in the future to be on a parity with the Series B Junior A Preferred Stock with respect to liquidation preference are collectively referred to herein as "Parity Stock". FIRST PRIORITY PARITY STOCK." In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series B Junior A Preferred Stock in liquidation preference (collectively, "Junior Stock")preference, and subject to the liquidation rights and preferences of the Series A Preferred Stock and any class or series of Preferred Stock designated in the future to be senior to the Series B Junior A Preferred Stock with respect to liquidation preference ("Senior Stock")preference, the holders of each share of Series B Junior A Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, whether such assets are capital, surplus or earnings ("Available AssetsAVAILABLE ASSETS"), the greater of (i) an amount per share of Series B Junior A Preferred Stock equal to $2.00, plus $.20 for each year (pro rated for partial years) from December 31, 1998 until the date of distribution of Available Assets, Stated Value (subject to equitable adjustment for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series A Preferred Stock)) plus all accrued but unpaid dividends. If, upon liquidation, dissolution or (ii) such amount per share winding up of the Corporation, the Available Assets shall be insufficient to pay the holders of Series B Junior PreferredA Preferred Stock and of any First Priority Parity Stock the full amounts to which they otherwise would be entitled, the holders of Series A Preferred Stock and First Priority Parity Stock shall share ratably in any distribution of Available Assets pro rata in proportion to the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock and First Priority Parity Stock if all liquidation preference dollar amounts with respect to such shares were paid in full.