Common use of Secondary Distribution Clause in Contracts

Secondary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, (i) after the full distribution of all amounts set forth in Section 2(a) above, each holder of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $1.00 (the “Original Series A Issue Price”) for each share of Series A Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, (ii) after the full distribution of all amounts set forth in Section 2(a) above, each holder of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $4.90 (the “Original Series B Issue Price”) for each share of Series B Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, (iii) after the full distribution of all amounts set forth in Section 2(a) above, each holder of Series C Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $2.2692 (the “Original Series C Issue Price”) for each share of Series C Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares and (iv) after the full distribution of all amounts set forth in Section 2(a) above, each holder of Series C-1 Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $1.40 (the “Original Series C-1 Issue Price”) for each share of Series C-1 Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares. For purposes of this Section, the Original Series A Issue Price, Original Series B Issue Price, Original Series C Issue Price, and Original Series C-1 Issue Price are each an “Original Issue Price.” If upon the occurrence of such event, the assets and funds of the Corporation legally available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed first to the holders of the Series D Preferred as set forth in Section 2(a) above (ratably in proportion to the preferential amount each such holder is otherwise entitled to receive) and thereafter ratably among the holders of the Series A Preferred, Series B Preferred, Series C Preferred and Series C-1 Preferred in proportion to the preferential amount each such holder is otherwise entitled to receive.

Secondary Distribution. In the event of any liquidationLiquidation Event, dissolution or winding up of this Corporation, either voluntary or involuntary, (i) after the deemed payment in full distribution of all the amounts under Section 2(a)(i) and subject to the Cap (as defined and as set forth in Section 2(a) above, each holder of Series A Preferred shall be entitled to receive9), prior and in preference to any distribution of any of the assets of this the Corporation to the holders of the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series C-1 Preferred and the Common Stock (by reason of their ownership thereof), each holder of Series D Preferred shall be deemed to be entitled to receive an amount equal to the product of (A) the Adjustment Factor (as defined in Section 9) and (B) the sum of (x1) $1.00 0.8996 (the “Original Series A D Issue Price”) for each share of Series A D Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations consolidation, or splits with respect to such shares) and ), (y2) all declared but unpaid dividends on such shares, shares and (ii3) after the full distribution of all amounts set forth in Section 2(a) above, each holder of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to 25 percent (which amount shall be pro-rated for any partial year and computed with respect to any share from the sum date such share was first issued) of (x) $4.90 (the “Original Series B D Issue Price”) for Price compounded annually in respect of each share of the Series B D Preferred held of record by such holder (the “Liquidation Increment”) (as adjusted for any stock dividendsdividend, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares); provided, (iii) after the full distribution of all amounts set forth however, that in Section 2(a) above, each no event shall any holder of Series C D Preferred shall be deemed to be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, receive an amount equal to per share in excess of 2.5 times the sum of (x) $2.2692 (the “Original Series C D Issue Price”) for each share of Series C Preferred held of record by such holder Price (as adjusted for any stock dividends, stock distributions, combinations, consolidations consolidations, or splits with respect to such shares) and pursuant to this Section 2(a)(ii) (y) all declared but unpaid dividends on such shares and (iv) after the full distribution of all amounts set forth in Section 2(a) above, each holder of Series C-1 Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum per share of (x) $1.40 1), (the “Original Series C-1 Issue Price”) for each share of Series C-1 Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares2) and (y) all declared but unpaid dividends on such shares. For purposes of this Section3), as may be limited by the proviso, the Original Series A Issue Price, Original Series B Issue Price, Original Series C Issue Price, and Original Series C-1 Issue Price are each an “Original Issue Price.” If upon the occurrence of such event, the assets and funds of the Corporation legally available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed first to the holders of the Pre-Cap Series D Preferred as set forth in Section 2(a) above (ratably in proportion to the preferential amount each such holder is otherwise entitled to receive) and thereafter ratably among the holders of the Series A Preferred, Series B Preferred, Series C Preferred and Series C-1 Preferred in proportion to the preferential amount each such holder is otherwise entitled to receiveReturn”).