50% Uses in Deemed Liquidation Clause

Deemed Liquidation from Articles of Incorporation

Deemed Liquidation. For purposes of this Section 4.3(c), a Liquidation shall be deemed to be occasioned by, or to include, (a) the acquisition of the Corporation by another person or entity or group of affiliated persons or entities by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation) that results in the transfer of more than 50% of the outstanding voting power of the Corporation (an Acquisition); or (b) a sale, lease, or other transfer of all or substantially all of the assets of the Corporation (an Asset Transfer); provided, however, that if the outstanding shares of Series D Preferred Stock in the aggregate represent more than 50% of the voting power of the Corporation, a transfer or sale of more than 50% of the outstanding voting power of the Corporation involving solely a transfer or sale of Series D Preferred Stock shall not be considered to be an Acquisition for the purposes of this Section and shall not result in a deemed Liquidation. The occurrence of an Acquisition or Asset Transfer shall entitle the holders of Series D Preferred Stock to receive at the closing in cash, securities, or other property (valued as provided in Section 4.3(d) below) the respective amounts as specified in Section 4.3(a) and 4.3(b) in liquidation and redemption of their Series D Preferred Stock, unless the holders of a majority of the outstanding shares of Series D Preferred Stock, voting separately as a class, affirmatively vote that such transaction shall not be deemed to be a Liquidation.