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accordance with paragraph (3) of this Section D to <br /> reflect events such as stock splits, stock <br /> dividends, and recapitalizations with respect to <br /> the Common Shares) , such number, as adjusted, <br /> .being hereinafter referred to as the "Adjustment <br /> Slumber" . Following the payment of the full amount <br /> of the Series A Liquidation Preference and the <br /> Common Adjustment in respect of all outstanding <br /> Series A Preferred Shares and Common Shares, <br /> !respectively, holders of Series A Preferred Shares <br /> and holders of Common Shares shall receive their <br /> :,ratable and proportionate .share, on a per share <br /> ;basis, of the remaining assets to be distributed <br /> in the ratio that the Adjustment Number bears to <br /> L. 0 with respect to such Series A Preferred Shares <br /> and Common Shares respectively. <br /> (2) In the event, however, that there are not <br /> ;`Sufficient assets available to permit the payment <br /> in full of the Series A. Liquidation Preference and <br /> the liquidation preference of all other series of <br /> ?referred Shares, if any, that rank on a parity <br /> ivith the Series A Preferred Shares, such remaining <br /> assets shall be distributed ratably to the holders <br /> of such parity shares in proportion to their <br /> respective liquidation preferences . Similarly, in <br /> II-he event there are not sufficient assets <br /> Givailable to permit payment in full of the Common <br /> Adjustment, such remaining assets shall be <br /> distributed ratably to the holders of Common <br /> shares. <br /> (3) 6:n the event the Company at any time after the <br /> Frights Declaration Date (i) declares any dividend <br /> cin Common Shares payable in Common Shares, (ii) <br /> subdivides the outstanding Common Shares, or (iii) <br /> combines the outstanding Common Shares into a <br /> e,,maller number of shares, then the Adjustment <br /> 1Fumber in effect immediately prior to such event <br /> ihall in each case be adjusted by multiplying such <br /> Adjustment Number. by a fraction the numerator of <br /> which is the number of Common Shares outstanding <br /> immediately after such event and the denominator <br /> of which is the number of Common Shares <br /> outstanding immediately prior to such event . <br /> , <br /> • E. Conversion on Merger, Consolidation, etc. Incase <br /> t:he Company enters into any merger, consolidation, <br /> combination, or other transaction in which Common <br /> -6- <br />