Common use of Preference Amount Clause in Contracts

Preference Amount. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidity Event, the holders of Convertible Preferred Units then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its members before any payment shall be made to the holders of Common Units or Incentive Units by reason of their ownership thereof, an amount per Convertible Preferred Unit equal to the greater of (i) the Series A Preference Amount (in the case of Series A Convertible Preferred Units) or the Series B Preference Amount (in the case of Series B Convertible Preferred Units), or (ii) such amount per unit as would have been payable had each such unit been converted into Common Units pursuant to Section 3.6 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidity Event (including, for the avoidance of doubt, without duplication, any amounts payable pursuant to Sections 3.6.4, 3.7.4 or 3.8.3) (the amount payable to holders of Series A Convertible Preferred Units pursuant to this sentence is hereinafter referred to as the “Series A Liquidation Amount” and the amount payable to holders of Series B Convertible Preferred Units pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to its Members shall be insufficient to pay the holders of Convertible Preferred Units the full amount to which they shall be entitled under this Subsection 5.1(d)(i)(A), the holders of Convertible Preferred Units shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the Units held by them upon such distribution if all amounts payable on or with respect to such Units were paid in full.