16 Liquidation Event. Shall mean any of the following occurrences (whether in one or a series of integrated transactions): (a) a sale of all or substantially all of the assets of the Company; (b) other than a transaction involving the Company's issuance of Common Stock for which the Company's shareholders do not participate in pro rata (a "Company Issuance"), any merger, consolidation, tender offer, shareholder stock sale of
... the Company or any other transaction, which would result in the voting securities of the Company outstanding immediately prior thereto to no longer representing more than seventy percent (70%) of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such transaction; provided, however, that ----------------- a merger or consolidation effected to implement a redomestication or recapitalization of the Company (or similar transaction) shall not constitute a Liquidation Event; (c) a Company Issuance which results in one or more Persons acting together acquiring thirty percent (30%) or more of the combined voting power of the voting securities of the Company; (d) a liquidation or dissolution of the Company; or (e) (A) the Company shall commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company shall make a general assignment for the benefit of its creditors; or (B) there shall be commenced against the Company any case, proceeding or other action of a nature referred to in clause (A) above which results in the entry of an order for relief or any such adjudication or appointment or remains undismissed, undischarged or unbonded for a period of sixty days; or (C) there shall be commenced against the Company any case, proceeding or other action seeking issuance of a Page 2 warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty days from the entry thereof; or (D) the Company shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (A), (B), or (C) above.
View More
