Upon Liquidation. Upon any termination of the Company each of the following shall be accomplished:
Upon Liquidation if the net assets of the Corporation are insufficient to permit the payment in full of the amounts to which the holders of all outstanding shares of Series E Preferred Stock are entitled as provided above, the entire net assets of the Corporation remaining (after full payment is made on any stock ranking prior to the Series E Preferred Stock as to rights and preferences) shall be distributed among the holders of Series E Preferred Stock and the holders of shares of Preferred Stock ranking in parity with the Series E Preferred Stock as to rights and preferences to which they are respectively entitled in amounts proportionate to the full preferential amounts.
Upon Liquidation. This Agreement and the Consultant's ---------------- engagement shall be automatically terminated upon termination of the Merger Agreement and commencement of liquidation of the Company as contemplated by Section 1.15 of the Merger Agreement.
Upon Liquidation. Upon occurrence of a Liquidation Event, the Record Holders will be entitled to be paid, before any payment or other Distribution is made upon any other equity securities of the Company, an amount in cash equal to the Preference Amount plus any accrued but unpaid dividends thereon up to the date of occurrence of the Liquidation Event. Depending on the date of the of the Liquidation Event, after the Preference Amount plus accrued dividends have been paid on all outstanding Shares any remaining funds and assets of the Company legally available for distribution to the Shareholders will be distributed ratable among the Shareholders in accordance with their Common Stock holdings on an as converted basis. This means the Holders will participate with the holders of the Common Stock in the balance of the Distribution in an amount equal to the number of shares of Common Stock the Holders would have received if the Shares had converted immediately prior to the Liquidation Event. For example, if the Shares outstanding at the time of the Liquidation Event converted into 10% of the Company, then the Holders of such Shares would get their Preference Amount and any accrued and unpaid dividends and then receive 10% of the amount to be distributed to the Common Stock Shareholders thereafter. This right to share on a "as converted" basis shall be limited to each Record Holder receiving twenty (20) times the amount they paid to purchase their Shares until December 31, 2006, but thereafter this right to participate is unlimited. The Holders, in their sole option, always have the right to convert their Shares and participate in the proceeds from the Liquidation Event as Common Stock. Any dispute regarding the Distribution proceeds between the Holders and the Company shall be determined by an appraisal by a mutually agreed upon appraiser. The Company and the Holders shall each pay one-half of the cost of this appraisal.
