Common use of Merger as Liquidation, etc Clause in Contracts

Merger as Liquidation, etc. The merger or consolidation of -------------------------- the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least eighty percent (80%) in voting power of the capital stock of the surviving corporation, in which case the provisions of Subsection 2(h) shall apply), or the sale of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 1 (i) with respect to the Series C Preferred Stock, unless the holders of at least two-thirds of the then outstanding shares of the Series C Preferred Stock elect to the contrary, (ii) with respect to the Series B Preferred Stock, unless the holders of at least eighty-five percent (85%) of the then outstanding shares of the Series B Preferred Stock elect to the contrary, and (iii) with respect to the Series A Preferred Stock, unless the holders of at least eighty percent (80%) of the then outstanding shares of the Series A Preferred Stock elect to the contrary, such election in each such case to be deemed made upon receipt of notice thereof by the Corporation at least three days before the effective date of such event. If such notice is given with respect to any series of Preferred Stock, the provisions of Subsection 2(h) shall apply to such series of Preferred Stock. Unless such election is made, any amounts received by the holders of the Preferred Stock as a result of such merger or consolidation shall be deemed to be applied toward, and all consideration received by the Corporation in such asset sale together with all other available assets of the Corporation shall be distributed toward, the Liquidation Payments attributable to such shares of Preferred Stock in the order of preference set forth in Subsection 1(a).

Merger as Liquidation, etc. The merger or consolidation of the -------------------------- the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least eighty percent (80%) in voting power of the capital stock of the surviving corporation, in which case the provisions of Subsection 2(h) shall apply), or the sale of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 1 (i) with respect to the Series C Preferred Stock, unless the holders of at least two-thirds of the then outstanding shares of the Series C Preferred Stock elect to the contrary, (ii) with respect to the Series B Preferred Stock, Stock unless the holders of at least eighty-eighty- five percent (85%) of the then outstanding shares of the Series B Preferred Stock elect to the contrary, and (iii) with respect to the Series A Preferred Stock, Stock unless the holders of at least eighty percent (80%) of the then outstanding shares of the Series A Preferred Stock elect to the contrary, such election in each such either case to be deemed made upon receipt of by giving written notice thereof by to the Corporation at least three days before the effective date of such event. If such notice is given with respect to any series of the Series B Preferred Stock or the Series A Preferred Stock, the provisions of Subsection 2(h) shall apply to such series of Series B Preferred Stock or Series A Preferred Stock, as the case may be. Unless such election is made, any amounts received by the holders of the Series B Preferred Stock and the Series A Preferred Stock as a result of such merger or consolidation shall be deemed to be applied toward, and all consideration received by the Corporation in such asset sale together with all other available assets of the Corporation shall be distributed toward, the Liquidation Payments attributable to such shares of Series B Preferred Stock and Series A Preferred Stock, respectively, in the order of preference set forth in Subsection 1(a)Section 1.

Merger as Liquidation, etc. The merger or consolidation of -------------------------- the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least eighty fifty percent (8050%) in voting power of the capital stock of the surviving corporation, in which case the provisions of Subsection 2(h) shall apply), the closing of any transaction, or series of transactions, in which more than fifty percent (50%) of the voting power of the Corporation is sold to another corporation or entity or the sale of all all, or substantially all all, of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 1 (i) with respect to the Series C Preferred Stock1, unless the holders of (i) at least two-thirds sixty percent (60%) of the then issued and outstanding shares of the Series C A Preferred Stock elect to the contrary, Stock; and (ii) with respect to at least a majority in interest of the then issued and outstanding shares of Series B Preferred Stock, unless the holders of at least eighty-five percent (85%) of the then outstanding shares of the Series B Preferred Stock elect to the contraryeach such series voting as separate classes, and (iii) with respect to the Series A Preferred Stock, unless the holders of at least eighty percent (80%) of the then outstanding shares of the Series A Preferred Stock elect to the contrary, such election in each such case to be deemed made upon receipt of by giving written notice thereof by to the Corporation at least three five (5) days before the effective date of such event. If such notice is given with respect to any series of the Series A Preferred Stock and Series B Preferred Stock, the provisions of Subsection 2(h) shall apply to such series of Preferred Stock. Unless such election is mademade by the requisite holders of a series of Preferred Stock, any amounts received by the holders of the such series of Preferred Stock as a result of such merger or consolidation shall be deemed to be applied toward, and all consideration received by the Corporation in such asset sale together with all other available assets of the Corporation shall be distributed toward, the Liquidation Payments attributable to such shares of Preferred Stock in the order of preference set forth in Subsection 1(al(a).

Merger as Liquidation, etc. The merger or consolidation of -------------------------- the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least eighty percent (80%) a majority in voting power of the capital stock of the surviving corporationcorporation (or, if the surviving corporation is a wholly-owned subsidiary, its parent), in which case the provisions of Subsection Section 2(h) of this Article FOURTH shall apply), or exclusive license of all or substantially all of the sale intellectual property of the Corporation without field or material geographic restriction or the sale, lease, transfer or other disposition of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation (a “Deemed Liquidation”) for purposes of this Section 1 (i) of this Article FOURTH with respect to the Series C Preferred Stock, unless the holders of at least two-thirds of the then outstanding shares of the Series C Preferred Stock elect to the contrary, (ii) with respect to the Series B Preferred Stock, the Series A Preferred Stock and the Seed Preferred Stock, unless the holders of at least eightysixty-five six percent (8566%) of the then outstanding shares of the Series B Preferred Stock and Series C Preferred Stock elect to the contrary, and (iii) with respect to the Series A Preferred Stock, unless the holders of at least eighty percent (80%) of the then outstanding shares of the Series A Preferred Stock elect to the contrary, ; such election in each such case to be deemed made upon receipt of by giving notice thereof by to the Corporation at least three days before the effective date of such event. If such notice is given with respect to any series of the Preferred Stock, the provisions of Subsection Section 2(h) of this Article FOURTH shall apply to such series of Preferred Stockapply. Unless such election is mademade with respect to the Preferred Stock, any amounts received by the holders of the such Preferred Stock as a result of such merger merger, consolidation or consolidation other transaction shall be deemed to be applied toward, and all consideration received by the Corporation in such merger, consolidation, license, lease, asset sale or other disposition under this Section 1(c) of this Article FOURTH together with all other available assets of the Corporation shall be distributed toward, to the extent necessary, the Preferred Stock Liquidation Payments attributable to such shares in accordance with Section 1 of Preferred Stock in the order of preference set forth in Subsection 1(a)this Article FOURTH.

Merger as Liquidation, etc. The merger or consolidation of -------------------------- the Corporation into or with another corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least eighty percent (80%) a majority in voting power of the capital stock of the surviving corporationcorporation (or, if the surviving corporation is a wholly-owned subsidiary, its parent), in which case the provisions of Subsection 2(h2(f) of this Article FOURTH shall apply), or exclusive license of all or substantially all of the sale intellectual property of the Corporation without field or material geographic restriction or the sale, lease, transfer or other disposition of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation (a “Deemed Liquidation”) for purposes of this Section 1 (i) of this Article FOURTH with respect to the Series C B Preferred Stock, the Series A Preferred Stock and the Seed Preferred Stock, unless the holders of at least two-thirds of the then outstanding shares of the Series C Preferred Stock elect to the contrary, (ii) with respect to the Series B Preferred Stock, unless the holders of at least eighty-five sixty percent (8560%) of the then outstanding shares of the Series B Preferred Stock elect to the contrary, and (iii) with respect to the Series A Preferred Stock, unless the holders of at least eighty percent (80%) of the then outstanding shares of the Series A Preferred Stock elect to the contrary, ; such election in each such case to be deemed made upon receipt of by giving notice thereof by to the Corporation at least three days before the effective date of such event. If such notice is given with respect to any series of the Preferred Stock, the provisions of Subsection 2(h2(f) of this Article FOURTH shall apply to such series of Preferred Stockapply. Unless such election is mademade with respect to the Preferred Stock, any amounts received by the holders of the such Preferred Stock as a result of such merger merger, consolidation or consolidation other transaction shall be deemed to be applied toward, and all consideration received by the Corporation in such merger, consolidation, license, lease, asset sale or other disposition under this Subsection 1(c) of this Article FOURTH together with all other available assets of the Corporation shall be distributed toward, to the extent necessary, the Preferred Stock Liquidation Payments attributable to such shares in accordance with Section 1 of Preferred Stock in the order of preference set forth in Subsection 1(a)this Article FOURTH.