Common use of Treatment at Liquidation, Dissolution or Winding Up Clause in Contracts

Treatment at Liquidation, Dissolution or Winding Up. (a) Any classes or series of Preferred Stock designated in the future to be on parity with the Series A Preferred Stock with respect to liquidation preference are collectively referred to herein as "FIRST PRIORITY PARITY STOCK." In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series A Preferred Stock in liquidation preference, and subject to the liquidation rights and preferences of any class or series of Preferred Stock designated in the future to be senior to the Series A Preferred Stock with respect to liquidation preference, the holders of each share of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, whether such assets are capital, surplus or earnings ("AVAILABLE ASSETS"), an amount per share of Series A Preferred Stock equal to the Stated Value (subject to equitable adjustment for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series A Preferred Stock) plus all accrued but unpaid dividends. If, upon liquidation, dissolution or winding up of the Corporation, the Available Assets shall be insufficient to pay the holders of Series A Preferred Stock and of any First Priority Parity Stock the full amounts to which they otherwise would be entitled, the holders of Series A Preferred Stock and First Priority Parity Stock shall share ratably in any distribution of Available Assets pro rata in proportion to the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock and First Priority Parity Stock if all liquidation preference dollar amounts with respect to such shares were paid in full.

Treatment at Liquidation, Dissolution or Winding Up. (a) Any classes or series of Preferred Stock designated in the future to be on parity with the Series A Preferred Stock with respect to liquidation preference are collectively referred to herein as "FIRST PRIORITY PARITY STOCK." In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvencyinsolvency (each, a “Liquidation Event”), before any distribution or payment is made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series A Preferred Stock in liquidation preferenceStock, and subject to the liquidation rights and preferences of any class or series of Preferred Stock designated in the future to be senior to to, or on a parity with, the Series A Preferred Stock with respect to liquidation preferencepreferences, the holders of each share of Series A Preferred Stock shall be entitled to be paid prior to the Common Stock out of the assets of the Corporation available for distribution to holders of the Corporation's ’s capital stock of all classes, whether such assets are capital, surplus or earnings ("AVAILABLE ASSETS")earnings, an amount equal to the Original Issue Price per share of Series A Preferred Stock equal to held by any holder plus any declared but unpaid Series A Cumulative Dividend (if any) (the Stated Value (subject to equitable adjustment for any stock dividend“Series A Liquidation Preference”). In lieu of receiving the Series A Liquidation Preference amount, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure holders of the Series A Preferred Stock may elect to convert to Common Stock pursuant to Section 5 hereof at any time prior to any liquidation, dissolution or winding up. The Series A Preferred Stock shall be subordinate in right of payment to any series of Preferred Stock hereafter created or designated by the Board of Directors or stockholders (the “Senior Preferred Stock) plus all accrued but unpaid dividends”). If, upon liquidation, dissolution or winding up of the Corporation, the Available Assets assets available for distribution to its stockholders shall be insufficient to pay the holders of the Series A Preferred Stock and of any First Priority Parity Stock the full amounts Series A Liquidation Preference to which they otherwise would be entitled, the holders of Series A Preferred Stock and First Priority Parity Stock shall share ratably in any distribution of Available Assets available assets pro rata in proportion to the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock and First Priority Parity Stock if all liquidation preference dollar amounts with respect to such shares were paid in full, subject in all cases to any senior liquidation preferences of any series of Senior Preferred Stock hereafter created.

Treatment at Liquidation, Dissolution or Winding Up. (a) Any classes The Series B Junior Preferred Stock shall be junior to the Series A Preferred Stock with respect to liquidation preference. any class or series of Preferred Stock designated in the future to be on a parity with the Series A B Junior Preferred Stock with respect to liquidation preference are collectively referred to herein as "FIRST PRIORITY PARITY STOCK." Parity Stock". In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series A B Junior Preferred Stock in liquidation preferencepreference (collectively, "Junior Stock"), and subject to the liquidation rights and preferences of the Series A Preferred Stock and any class or series of Preferred Stock designated in the future to be senior to the Series A B Junior Preferred Stock with respect to liquidation preferencepreference ("Senior Stock"), the holders of each share of Series A B Junior Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, whether such assets are capital, surplus or earnings ("AVAILABLE ASSETSAvailable Assets"), the greater of (i) an amount per share of Series A B Junior Preferred Stock equal to $2.00, plus $.20 for each year (pro rated for partial years) from December 31, 1998 until the Stated Value date of distribution of Available Assets, (subject to equitable adjustment for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series A Preferred Stock), or (ii) plus all accrued but unpaid dividends. If, upon liquidation, dissolution or winding up of the Corporation, the Available Assets shall be insufficient to pay the holders such amount per share of Series A Preferred Stock and of any First Priority Parity Stock the full amounts to which they otherwise would be entitled, the holders of Series A Preferred Stock and First Priority Parity Stock shall share ratably in any distribution of Available Assets pro rata in proportion to the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock and First Priority Parity Stock if all liquidation preference dollar amounts with respect to such shares were paid in full.B Junior Preferred

Treatment at Liquidation, Dissolution or Winding Up. (a) Any classes or series of Preferred Stock designated in the future to be on parity with the Series A Preferred Stock with respect to liquidation preference are collectively referred to herein as "FIRST PRIORITY PARITY STOCK." In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series A C Preferred Stock in liquidation preferenceStock, and subject to the liquidation rights and preferences of any class or series of Preferred Stock designated by the Board of Directors in the future to be senior to or on a parity with the Series A C Preferred Stock with respect to liquidation preferencepreferences, the holders holder of each share of Series A C Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, whether such assets are capital, surplus or earnings ("AVAILABLE ASSETS")earnings, an amount equal to the Original Issue Price per share of Series C Preferred Stock held by any holder, plus the Preferred Dividend accruing to the Series C Preferred Stock pursuant to Section 2 above (the "LIQUIDATION VALUE"). For purposes hereof, the Series C Preferred Stock shall rank on liquidation junior to the Series A Preferred Stock equal and on parity with the Series B Preferred Stock. If, upon liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Series C Preferred Stock the full amount to which they otherwise would be entitled, the holders of Series C Preferred Stock shall share ratably in any distribution of available assets pro rata in proportion to the Stated respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series C Preferred Stock if all liquidation preference amounts with respect to such shares were paid in full, based upon the aggregate Liquidation Value payable upon all shares of Series C Preferred Stock then outstanding. After such payment shall have been made in full to the holders of the Series C Preferred Stock, or funds necessary for such payment shall have been set aside by the Corporation in trust for the account of holders of the Series C Preferred Stock so as to be available for such payment, the remaining assets available for distribution shall be distributed ratably among the holders of the Common Stock and any class or series of capital stock designated to be junior to the Series C Preferred Stock (if any) in right of payment upon any liquidation, dissolution or winding up of the Corporation. The amounts set forth above shall be subject to equitable adjustment for any by the Board of Directors whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series A C Preferred Stock) plus all accrued but unpaid dividends. If, upon liquidation, dissolution or winding up of the Corporation, the Available Assets shall be insufficient to pay the holders of Series A Preferred Stock and of any First Priority Parity Stock the full amounts to which they otherwise would be entitled, the holders of Series A Preferred Stock and First Priority Parity Stock shall share ratably in any distribution of Available Assets pro rata in proportion to the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock and First Priority Parity Stock if all liquidation preference dollar amounts with respect to such shares were paid in full.

Treatment at Liquidation, Dissolution or Winding Up. (a) Any classes or series of Preferred Stock designated in the future to be on parity with the Series A Preferred Stock with respect to liquidation preference are collectively referred to herein as "FIRST PRIORITY PARITY STOCK." In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of any shares of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Series A C Preferred Stock in liquidation preferenceStock, and subject to the liquidation rights right and preferences of any class or series of Preferred Stock preferred stock designated in the future to be senior to or on a parity with the Series C Preferred Stock, including the Series A Preferred Stock with respect to liquidation preferenceand the Series B Convertible Preferred Stock, the holders of each share of Series A C Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, classes whether such assets are capital, surplus or earnings earnings, in an amount equal to a fraction, the numerator of which shall equal one hundred dollars ("AVAILABLE ASSETS"$100.00), an amount per share and the denominator of which shall equal the number of designated shares of Series A Preferred Stock equal to the Stated Value (subject to equitable adjustment for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series A C Preferred Stock) plus all accrued but unpaid dividends. If, upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Available Assets assets to be distributed among the holders of the Preferred Stock shall be insufficient to pay permit payment in full to the holders of Series A the Preferred Stock of the full preferential amounts as provided in Certificates of Designation of the Corporation as described in Section 1 herein and as provided for in this Section 2, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of the Preferred Stock entitled to receive a distribution under such provisions in accordance with the applicable preferential amount set forth in such Certificates or this Section. After such payment shall have been made in full to the holders of the Preferred Stock or funds necessary for such payment shall have been set aside by the Corporation in trust for the account of holders of the Preferred Stock and of any First Priority Parity Stock so as to be available for such payment, the full amounts to which they otherwise would remaining assets available for distribution shall be entitled, distributed ratably among the holders of Series A the Common Stock (subject to the liquidation rights and preferences of any other class or series of Preferred Stock and First Priority Parity Stock shall share ratably in any distribution of Available Assets pro rata in proportion designated to be senior to, or on a parity with, the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock and First Priority Parity Stock if all liquidation preference dollar amounts with respect to such shares were paid in fullCommon Stock).

Treatment at Liquidation, Dissolution or Winding Up. (a) Any classes or series of Preferred Stock designated in the future to be on parity with the Series A Preferred Stock with respect to liquidation preference are collectively referred to herein as "FIRST PRIORITY PARITY STOCK." 3.1.1 In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of its insolvency, before any distribution or payment is made to any holders of Common Stock Stock, or any other class or series of capital stock of the Corporation designated to be junior to the Series A Preferred Stock in liquidation preference, and subject to the liquidation rights and preferences of the Series B Preferred Stock, which shall be pari passu in priority with the Series A Preferred Stock in liquidation rights and preferences, and any other class or series of Preferred Stock designated in the future to be senior to to, or on a parity with, the Series A Preferred Stock with respect to liquidation preferencerights and preferences, the holders of each share of Series A Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation's capital stock of all classes, whether such assets are capital, surplus or earnings ("AVAILABLE ASSETSAvailable Assets"), the greater of (i) an amount equal to the original issue price per share of Series A Preferred Stock equal to the Stated Value (subject to equitable adjustment for any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series A Preferred Stock) plus all accrued declared but unpaid dividendsdividends on each such share, or (ii) such amount per share of Series A Preferred Stock as would have been payable had each share of Preferred Stock which is convertible into Common Stock been so converted immediately prior to such liquidation, dissolution or winding up. If, upon liquidation, dissolution or winding up of the Corporation, the Available Assets shall be insufficient to pay the holders of Series A Preferred Stock, Series B Preferred Stock and any other series of any First Priority Parity Preferred Stock on parity with the Series A Preferred Stock and Series B Preferred Stock with respect to liquidation rights and preferences, the full amounts to which they otherwise would be entitled, the holders of Series A Preferred Stock, the Series B Preferred Stock and First Priority Parity such other series of Preferred Stock shall share ratably in any distribution of Available Assets pro rata in proportion to the respective liquidation preference amounts which would otherwise be payable upon liquidation with respect to the outstanding shares of the Series A Preferred Stock, the Series B Preferred Stock and First Priority Parity such other series of Preferred Stock if all liquidation preference dollar amounts with respect to such shares were paid in full.