Common use of Deemed Liquidation Clause in Contracts

Deemed Liquidation. Each of the following shall be, for purposes of this Article IV3.b, a liquidation, dissolution or winding up of the Corporation, unless otherwise agreed in writing by the Approving Holders: (1) any sale, exclusive license or transfer of all or substantially all of the assets of the Corporation (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s board of directors) in any transaction or series of transactions (other than sales in the ordinary course of business); (2) any sale, transfer or issuance or series of sales, transfers and/or issuances of capital stock by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934, but not including a group created solely by virtue of the Fourth Amended and Restated Investors Rights Agreement dated as of the Series F Purchase Date, or any amendment, restatement, or replacement thereof (the “Investors Rights Agreement”)) owning more than 50% of the voting power of the Corporation at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances or owning capital stock of the Corporation possessing the voting power and rights to elect a majority of the Corporation’s board of directors; and (3) any merger, consolidation or reorganization to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, no Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934, but not including a group created solely by virtue of the Investors Rights Agreement, or any amendment, restatement, or replacement thereof) owns more than 50% of the voting power of the Corporation or possesses the voting power and rights to elect a majority of the Corporation’s board of directors.

Deemed Liquidation. Each (a) Upon a Fundamental Change or Change of Control (each as defined below), Inforte may, in its sole discretion, by written notice to the Company, elect to treat such transaction as a deemed liquidation if Inforte has not otherwise participated in such transaction in accordance with any other applicable purchase and/or co-sale rights afforded Inforte in Article 12 above. Within ninety (90) days of receipt of such notice from Inforte, the Company shall pay to Inforte, in exchange for the redemption of Inforte's Units, an amount equal to the amount Inforte would have received on account of its Units in a true liquidation pursuant to Section 14.2 if all assets of the following shall be, Company had been sold for cash equal to the fair market value of such assets. (b) For purposes of this Article IV3.bSection 14.4, "Fundamental Change" shall mean a liquidationreorganization, dissolution consolidation or winding up merger in which the Company is a party except any reorganization, consolidation or merger where, after giving effect thereto, the Members of the CorporationCompany immediately prior to such transaction (on a fully diluted basis) will own immediately following such transaction equity interests in the surviving entity possessing the voting power under ordinary circumstances to control the business and affairs of the surviving entity, unless otherwise agreed in writing by the Approving Holders: (1) any sale, exclusive license or a sale or other transfer of all or substantially all of the assets of the Corporation (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s board of directors) Company in any transaction or series of related transactions (other than sales in the ordinary course of business); (2) ; the term "Change of Control" shall mean any sale, transfer transfer, issuance or issuance redemption or series of sales, transfers and/or transfers, issuances or redemptions (or any combination thereof) of capital stock (i) the Company's Membership Interests (on a fully diluted basis) by the Corporation Holders thereof or the Company which results in any Person or group of affiliated Persons (other than the Members of the Company (on a fully diluted basis) as of immediately prior to any such transaction or series of transactions) owning Membership Interests in the Company possessing the voting power under ordinary circumstances to control the business and affairs of the Company or (ii) PKI's voting securities (on a fully diluted basis) by the holders thereof which results in any Person or group of affiliated Persons (as other than the term “group” is used under the Securities Exchange Act of 1934, but not including a group created solely by virtue of the Fourth Amended and Restated Investors Rights Agreement dated as of the Series F Purchase Date, Conrad or any amendment, restatement, or replacement thereof (the “Investors Rights Agreement”)persons in hi▇ ▇▇▇▇diate family) owning more than 50% of the voting power of the Corporation at the time of such sale, transfer or issuance or series of sales, transfers and/or issuances or owning capital stock of the Corporation securities possessing the voting power under ordinary circumstances to control the business and rights to elect a majority affairs of the Corporation’s board of directors; and (3) any merger, consolidation or reorganization to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, no Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934, but not including a group created solely by virtue of the Investors Rights Agreement, or any amendment, restatement, or replacement thereof) owns more than 50% of the voting power of the Corporation or possesses the voting power and rights to elect a majority of the Corporation’s board of directorsPKI.