Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series C Preferred Stock (a “Holder”) shall be entitled to a distribution prior to and in preference of the holders of the Common Stock. In determining the appropriate distribution of available cash among the Holders of Series C Preferred Stock, each share of Series C Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series C Preferred Stock could be converted on the record date for the distribution without taking into account the restriction on conversion set forth in Section 5.3.7 hereof. Notwithstanding the forgoing, upon a Liquidation Event, the holders of each share of the Corporation’s Series B Preferred Stock will be entitled to a distribution prior to and in preference of the Holders of Series C Preferred Stock in accordance with the terms of the Certificate of Designation Establishing Series B Preferred Stock Of
Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series D Preferred Stock (a “Holder”) shall be entitled to a distribution prior to and in preference of the holders of the Common Stock and in pari passu with the holders of the Series C Preferred Stock and the holders of the Series E Preferred Stock. Notwithstanding the forgoing, upon a Liquidation Event, the holders of each share of the Corporation’s Series B Preferred Stock will be entitled to a distribution prior to and in preference of the Holders of Series D Preferred Stock in accordance with the terms of the Certificate of Designation Establishing Series B Preferred Stock of Eastside Distilling, Inc. In determining the appropriate distribution of available cash among the Holders of Series D Preferred Stock, each share of Series D Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series D Preferred Stock could be converted on the record date for the distribution without taking into account the restriction on conversion set forth in Section 5.3.7 hereof.
Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series E Preferred Stock (a “Holder”) shall be entitled to a distribution prior to and in preference of the holders of the Common Stock and in pari passu with the holders of the Series C Preferred Stock and the holders of the Series D Preferred Stock. Notwithstanding the forgoing, upon a Liquidation Event, the holders of each share of the Corporation’s Series B Preferred Stock will be entitled to a distribution prior to and in preference of the Holders of Series E Preferred Stock in accordance with the terms of the Certificate of Designation Establishing Series B Preferred Stock of Eastside Distilling, Inc. In determining the appropriate distribution of available cash among the Holders of Series E Preferred Stock, each share of Series E Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series E Preferred Stock could be converted on the record date for the distribution (the “Record Date”) without taking into account either # the restriction on conversion set forth in Section 5.3.7 hereof or # the restriction on conversion prior to the Measurement Date set forth in Section 5.1.1. In the event that the Liquidation Event occurs prior to the Measurement Date, the Series E Conversion Price for purposes of the Liquidation Event alone shall be determined by reference to the five day average VWAP preceding the Record Date as if the Measurement Date was the Record Date.
Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the Holders of the outstanding shares of the Series C Preferred Stock shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, an amount in cash equal to the Series C Liquidation Preference, to be allocated among the Holders of Series C Preferred Stock on a per share basis, after which the Holders of Series C Preferred Stock shall have no further participation in the distribution of net assets. The "Series C Liquidation Preference" shall equal the sum of # five percent (5%) of the net assets of the Corporation available for distribution, multiplied by # a fraction, the numerator of which is the number of outstanding shares of Series C Preferred Stock and the denominator of which is Thirty Thousand (30,000).
Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the holder of each share of the Series B Preferred Stock shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of One Cent ($0.01) per share, after which the Holders of Series B Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series B Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation's Common Stock into which that Holder's Series B Preferred Stock could be converted on the record date for the distribution.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the Holder(s) shall be entitled to receive for each share of Series B Preferred Stock out of the assets of the Corporation or proceeds thereof legally available for distribution to stockholders of the Corporation, after satisfaction of all liabilities, if any, to creditors of the Corporation and subject to the rights of holders of any Senior Securities, and before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Securities, a liquidating distribution in an amount equal to # the Liquidation Preference and # an amount equal to any accrued and unpaid dividends on such share of Series B Preferred Stock through the date of such liquidating distribution. After payment of the full amount of such liquidating distribution, the Holder(s) will not be entitled to any further participation in any distribution of assets by, and shall have no right or claim to any remaining assets, of the Corporation.
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