there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company;

approval by the stockholders of a plan of complete liquidation or dissolution of the Company;

The approval by the shareholders of the Company of a complete liquidation or dissolution of the

The sale of all, or substantially all, of the assets of the Company or the liquidation or dissolution of the Company.

“Preferred Stock” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

The liquidation rights and preferences of Series A Preferred will be junior to those of any senior stock, which shall include any class or series of stock of the Company ranking senior to the Series A Preferred in respect of the right to receiving assets upon the liquidation, dissolution or winding up of the affairs of the Company (the “Senior Stock”), and senior to those of the junior stock (which includes the common stock and any other class or series of stock of the Company not entitled to receive any assets upon the liquidation, dissolution or winding up of the affairs of the Corporation until the Series A Preferred shall have received the entire amount to which such stock is entitled upon such liquidation, dissolution or winding up (the “Junior Stock”).

Any sale of all or substantially all of the assets of I-Minerals or any liquidation or dissolution of I-Minerals; or

any Restricted Subsidiary may liquidate or dissolve if # the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidation or dissolution.

Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.

make, propose to make, or participate in any merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company;