Second Tier Preferential Consideration Sample Clauses
Second Tier Preferential Consideration. If and only if the Aggregate Share Number exceeds the Aggregate First Tier Share Number, then prior to and in preference to any distribution of such excess in respect of any other shares of the Company Capital Stock and as the "Second Tier Preferential Consideration," each share of the Total Outstanding Shares shall be converted into a right to receive that number of shares of the Aggregate Share Number equal to the lesser of (a) the quotient of (x) the Second Tier Stock Value divided by (y) the Parent Common Stock Price, or (b) the quotient derived by dividing (i) an amount equal to the Aggregate Share Number less the Aggregate First Tier Share Number, by (ii) the total number of shares of the Outstanding Company Preferred Shares and the Outstanding Company Common Shares. The portion of the Aggregate Share Number to be issued in respect of the Company Outstanding Series B Preferred Stock, Outstanding Series A Preferred Stock, and the Outstanding Company Common Stock pursuant to this subsection is the "Aggregate Second Tier Share Number."
Second Tier Preferential Consideration. If and only if the Aggregate Share Number exceeds the Aggregate First Tier Preferred Stock Share Number, then prior to, in preference to any distribution of such excess in respect of any other shares of the Company Capital Stock and in addition to the Preferred Stock First Tier Preferential Consideration, as the "Second Tier Preferential Consideration" each outstanding share of Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock shall also be converted into the right to receive the following:
a) Series B Second Tier Preferential Consideration. Each share of the outstanding Company Series B Preferred Stock, other than any such shares held by Parent or its subsidiaries, shall also be converted into the right to receive the Series B Second Tier Preferential Consideration.
Second Tier Preferential Consideration. If and only if the Aggregate Share Number exceeds the Aggregate First Tier Preferred Stock Share Number, then prior to, in preference to any distribution of such excess in respect of any other shares of the Company Capital Stock and in addition to the Preferred Stock First Tier Preferential Consideration, as the "Second Tier Preferential Consideration" each outstanding share of Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock shall also be converted into the right to receive the following:
(A) Series B Second Tier Preferential Consideration. Each share of the outstanding Company Series B Preferred Stock, other than any such shares held by Parent or its subsidiaries, shall also be converted into the right to receive the Series B Second Tier Preferential Consideration.
(B) Series C Second Tier Preferential Consideration. Each share of the outstanding Company Series C Preferred Stock, other than any such shares held by Parent or its subsidiaries, shall be converted into the right to receive the Series C Second Tier Preferential Consideration.
(C) Series D Second Tier Preferential Consideration. Each share of the outstanding Company Series D Preferred Stock, other than any such shares held by Parent or its subsidiaries, shall be converted into the right to receive the Series D Second Tier Preferential Consideration. If the total number of shares of Parent Common Stock that would otherwise be issued as the Second Tier Preferential Consideration pursuant to this Subsection (ii) exceeds the Aggregate Share Number minus the Aggregate First Tier Preferred Stock Share Number, then the number of shares of the Aggregate Share Number into which each share of the Company Series B Preferred Stock, Company Series C Preferred Stock, and Company Series D Preferred Stock shall be converted pursuant to this Subsection (ii) shall be reduced ratably in proportion to the number of shares of the Aggregate Share Number into which such share would otherwise be converted pursuant to this Subsection (ii), in order to ensure that the Aggregate Second Tier Preferred Stock Share Number will not exceed the Aggregate Share Number less the Aggregate First Tier Preferred Stock Share Number to be distributed pursuant to Subsection (i).