Common use of Deemed Liquidation Clause in Contracts

Deemed Liquidation. For purposes of this Section 2, a ------------------ liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation; unless the Corporation's stockholders of record as constituted ------ immediately prior to such acquisition will, immediately after such acquisition (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity); or (B) a sale of all or substantially all of the assets of the Corporation (a "Deemed Liquidation Event").

Deemed Liquidation. For purposes of this Section ------------------ 2, a ------------------ liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation; unless the Corporation's stockholders of record as ------ constituted ------ immediately prior to such acquisition will, immediately after such acquisition (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity); or (B) a sale of all or substantially all of the assets of the Corporation (a "Deemed Liquidation Event").