Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. a. In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 3 contracts

Samples: Exchange Agreement (New You, Inc.), Preferred Stock (New You, Inc.), Series a Preferred Stock (TimefireVR Inc.)

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Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 2 contracts

Samples: Series a Preferred Stock (HealthTalk Live, Inc.), Spiral Energy Tech., Inc.

Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series Class A Convertible Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company Corporation on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 2 contracts

Samples: Convertible Preferred Stock (Camp Nine, Inc.), Certificate of Designation (Myriad Interactive Media, Inc.)

Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company Corporation on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 2 contracts

Samples: Series a Preferred Stock (Drone Guarder, Inc.), Preferred Stock (Longview Real Estate, Inc.)

Liquidation Preference. a. In the event of any dissolutionliquidation, liquidation dissolution or winding up of the Company (a “Liquidation”)Company, whether either voluntary or involuntary, the Holders holders of Series A the Preferred Stock shall be entitled to participate in any distribution receive, out of the assets of the Company on Company, the Liquidation Preference specified for each share of Preferred Stock then held by them plus an amount equal basis per share with to all declared and unpaid dividends thereon, if any, to the date that payment is made, before any payment shall be made or any assets distributed to the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

Liquidation Preference. a. (a) In the event of any dissolutionliquidation, liquidation dissolution or winding up of the Company (a “Liquidation”)Company, whether voluntary or involuntary, the Holders holder of Series A Preferred Stock shall be entitled preferred in order of payment to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Company’s common stock at a rate par value per Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distributionshare.

Appears in 1 contract

Samples: Executive Employment Agreement (Vape Holdings, Inc.)

Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A C Preferred Stock shall be entitled to participate participate, as-if-converted to Common Stock, in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A C Preferred Stock shall be treated as if all shares of Series A C Preferred Stock had been converted to Common Stock at the Conversion Price immediately prior to the distribution.

Appears in 1 contract

Samples: Series C Preferred Stock (GPO Plus, Inc.)

Liquidation Preference. a. (a) In the event Event of any dissolution, liquidation liquidation, or winding up of the Company Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A B Convertible Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company Corporation on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 1 contract

Samples: Acquisition Agreement (Fdctech, Inc.)

Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A B-1 Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A B-1 Preferred Stock shall be treated as if all shares of Series A B-1 Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 1 contract

Samples: _____________________________________ (Spiral Energy Tech., Inc.)

Liquidation Preference. a. (a) In the event of any dissolutionliquidation, liquidation dissolution or winding up of the Company (a “Liquidation”)this Corporation, whether either voluntary or involuntary, the Holders each holder of Series A shares of Preferred Stock shall be entitled to participate receive, and in preference to any distribution out of any of the assets of the Company on an equal basis per share with this Corporation or the holders of the Common Stock. For common stock by reason of their ownership thereof, the purposes aggregate Liquidation Value of such distribution, Holders the shares of Series A Preferred Stock held by such holder. The Corporation shall be treated as if all shares give holders of Series A the Preferred Stock had been converted 60 days' advance written notice of any intent to Common Stock immediately prior to liquidate, dissolve or wind up the distributionaffairs of the Corporation.

Appears in 1 contract

Samples: Security Agreement (Diana Corp)

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Liquidation Preference. a. In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A B Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A B Preferred Stock shall be treated as if all shares of Series A B Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 1 contract

Samples: Series B Preferred Stock (TimefireVR Inc.)

Liquidation Preference. a. In the event of any dissolutionliquidation, liquidation dissolution or winding up of the Company (a “Liquidation”)Company, whether either voluntary or involuntary, the Holders holders of Series A the Preferred Stock shall will be entitled to participate in any distribution receive, out of the assets of the Company on an equal basis per share with available for distribution to stockholders, prior and in preference to any distribution of any assets of the Company to the holders of any class of common stock, the Common Liquidation Preference per share of Preferred Stock. For After the purposes payment of such distributionthe foregoing amounts in the event of any liquidation, Holders of Series A dissolution or winding up, the Preferred Stock shall will not be treated as if all shares of Series A Preferred Stock had been converted entitled to Common Stock immediately prior to any further payments or distributions from the distributionCompany.

Appears in 1 contract

Samples: Media Transfer and Stock Purchase Agreement (Essential Innovations Technology Corp)

Liquidation Preference. a. (a) In the event of any dissolutionliquidation, liquidation dissolution or winding up of the Company (a “Liquidation”)Company, whether either voluntary or involuntary, the Holders holders of the Series A D Preferred Stock then issued and outstanding shall be entitled to participate in any distribution receive out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distributionavailable for distribution to its stockholders, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted whether from capital, surplus or earnings, prior and in preference to Common Stock immediately prior to the distribution.any payment or distribution and setting apart for payment or distribution of

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Metamor Worldwide Inc)

Liquidation Preference. a. In the event of Upon any dissolutionliquidation, liquidation dissolution or winding winding-up of the Company (any such event, a “Liquidation”), whether voluntary or involuntary, the Holders each holder of shares of Series A C Non- Voting, Non-Convertible Preferred Stock shall be entitled to participate receive, in any distribution out of the assets of the Company on an equal basis per share with preference to the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock shall be treated as if and to all shares other equity securities issued by the Corporation from time to time (the “Junior Securities”), an amount of Series A Preferred Stock had been converted to Common Stock immediately prior cash equal to the distribution.product of (i) the sum of

Appears in 1 contract

Samples: ir.oragenics.com

Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Class B Convertible Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company Corporation on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Class B Convertible Preferred Stock shall be treated as if all shares of Series A Class B Convertible Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Appears in 1 contract

Samples: Cross Click Media Inc.

Liquidation Preference. a. (a) In the event of any dissolution, liquidation or winding up of the Company Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Company Corporation on an equal basis per share with the holders of the Common Stock. For the purposes , and any other Series of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distributionbearing liquidation rights.

Appears in 1 contract

Samples: Binding Letter of Intent (Elite Group Inc.)

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