Common use of Liquidation Preferences Clause in Contracts

Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary: (i) Before any distribution or payment shall be made to the holders of any Ordinary Shares, each holder of Series A Preference Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preference Share then held by such holder. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A Preference Shares, then such assets shall be distributed among the holders of Series A Preference Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. (ii) After distribution or payment in full of the amount distributable or payable on the Series A Preference Shares pursuant to Section 2(a)(i) of Schedule A, the remaining assets of the Company available for distribution to Shareholders shall be distributed ratably among the holders of outstanding Ordinary Shares and holders of Series A Preference Shares on an as-converted basis.

Appears in 2 contracts

Sources: Share Subscription Agreement (JA Solar Holdings Co., Ltd.), Share Subscription Agreement (JA Solar Holdings Co., Ltd.)

Liquidation Preferences. Upon any liquidation, dissolution, liquidation or winding up dissolution of the CompanyCorporation, whether voluntary or involuntary: (i) Before , each share of Series C Preferred Stock shall entitle its holder to receive, out of the assets of the Corporation available for distribution to shareholders, whether from capital, surplus or earnings, and before any distribution of such assets to the holders of Common Shares or payment Preferred Shares ranking junior to the rights of the Series C Preferred Stock, a liquidation preference of one dollar ($1.00) per share (as adjusted for stock splits, dividends, consolidations, recapitalizations and similar events), plus any unpaid dividends declared pursuant to Subsection 9(d)(i) above. If the assets of the Corporation available for distribution to shareholders are insufficient to satisfy in full the liquidation preferences for Series C Preferred Stock and all the other classes or series of Preferred Shares entitled to a stated liquidation preference, then the holders of Series A and Series B Preferred Stock shall share ratably in such distribution in proportion to their respective stated liquidation preferences, and within each such series, each holder shall be entitled to receive the same distribution for each share of such series. After setting apart or paying in full the liquidation preferences on Series A and Series B Preferred Stock, further distribution of the remaining available assets shall be made pro rata to the holders of Series C Preferred Stock. After setting apart or paying in full the liquidation preference on Series C Preferred Stock, further distribution of the remaining available assets shall be made pro rata to the holders of any Ordinary Shares, each holder other classes or series of Series A Preference Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preference Share then held by such holder. If, upon any such a stated preference on liquidation, distribution, or winding up, the assets of the Company shall be insufficient and then pro rata to make payment of the foregoing amounts in full on all Series A Preference Shares, then such assets shall be distributed among the holders of Series A Preference Common Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. (ii) After distribution or payment in full of the amount distributable or payable on the Series A Preference Shares pursuant to Section 2(a)(i) of Schedule A, the remaining assets of the Company available for distribution to Shareholders shall be distributed ratably among the holders of outstanding Ordinary Shares and holders of Series A Preference Shares on an as-converted basis.

Appears in 1 contract

Sources: Series C Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc)

Liquidation Preferences. Upon any liquidation, dissolution, liquidation or winding up dissolution of the CompanyCorporation, whether voluntary or involuntary: (i) Before , each share of Series B Preferred Stock shall entitle its holder to receive, out of the assets of the Corporation available for distribution to shareholders, whether from capital, surplus or earnings, and before any distribution of such assets to the holders of Common Shares or payment Preferred Shares ranking junior to the rights of the Series B Preferred Stock, a liquidation preference of twenty cents ($0.20) per share (as adjusted for stock splits, dividends, consolidations, recapitalizations and similar events), plus any unpaid dividends declared pursuant to Subsection 9(c)(i) above. If the assets of the Corporation available for distribution to shareholders are insufficient to satisfy in full the liquidation preferences for Series B Preferred Stock and all the other classes or series of Preferred Shares entitled to a stated liquidation preference, then the holders of Series A and Series B Preferred Stock shall share ratably in such distribution in proportion to their respective stated liquidation preferences, and within each such series, each holder shall be entitled to receive the same distribution for each share of such series. After setting apart or paying in full the liquidation preferences on Series A and Series B Preferred Stock, further distribution of the remaining available assets shall be made pro rata to the holders of any Ordinary Shares, each holder other classes or series of Series A Preference Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preference Share then held by such holder. If, upon any such a stated preference on liquidation, distribution, or winding up, the assets of the Company shall be insufficient and then pro rata to make payment of the foregoing amounts in full on all Series A Preference Shares, then such assets shall be distributed among the holders of Series A Preference Common Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. (ii) After distribution or payment in full of the amount distributable or payable on the Series A Preference Shares pursuant to Section 2(a)(i) of Schedule A, the remaining assets of the Company available for distribution to Shareholders shall be distributed ratably among the holders of outstanding Ordinary Shares and holders of Series A Preference Shares on an as-converted basis.

Appears in 1 contract

Sources: Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc)

Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the CompanyLiquidation Event, whether voluntary or involuntary:, unless any Preferred Shareholder has agreed otherwise in advance and in writing on the definitive liquidation plan of the Company, (i) Before any distribution or payment shall be made to the holders of any Ordinary Common Shares, each the holder of Series A Preference Preferred Shares shall be entitled to receive an amount equal to one hundred percent (100%) of the Original Series A Issue Price (adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all any declared but unpaid dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preference Preferred Share then held by such holder. If, upon any such liquidation, distribution, All arrears or winding up, accruals of dividends as declared by the assets of the Company shall be insufficient Board due to make payment of the foregoing amounts in full on all Series A Preference Shares, then such assets shall be distributed among the holders of Series A Preference Shares, ratably Preferred Shares are in proportion priority to the full amounts to which they would otherwise be respectively entitled thereonholders of all other shares. (ii) After distribution or payment in full of the amount distributable or payable on the Series A Preference Preferred Shares pursuant to Section 2(a)(i7.2(i) of Schedule Athis Agreement, the remaining assets of the Company available for distribution to Shareholders shall be distributed ratably among the then holders of outstanding Ordinary Common Shares and holders of Series A Preference Preferred Shares on an as-converted basis.

Appears in 1 contract

Sources: Shareholder Agreements (TAL Education Group)