OR ANY MERGER OR CONSOLIDATION OF THE COMPANY
WITH OR INTO ANY OTHER CORPORATION UNLESS THE SURVIVING OR RESULTING
CORPORATION, OR A CORPORATION CONTROLLING SUCH CORPORATION THAT ISSUES SHARES OR
OTHER SECURITIES IN SUCH MERGER OR CONSOLIDATION, WILL THEREAFTER HAVE NO CLASS
OR SERIES OF SHARES OR OTHER SECURITIES EITHER AUTHORIZED OR OUTSTANDING RANKING
PRIOR TO THE SERIES A PREFERRED STOCK IN THE PAYMENT OF DIVIDENDS OR IN THE
DISTRIBUTION OF ASSETS ON ANY LIQUIDATION, DISSOLUTION OR WINDING UP, EXCEPT THE
SAME NUMBER OF SHARES AND THE SAME AMOUNT OF OTHER SECURITIES WITH THE SAME
VOTING POWERS, PREFERENCES AND SPECIAL RIGHTS AS THE SHARES AND SECURITIES OF
THE COMPANY RESPECTIVELY AUTHORIZED AND OUTSTANDING IMMEDIATELY BEFORE SUCH
MERGER OR CONSOLIDATION, AND EACH SHARE OF SERIES A PREFERRED STOCK OUTSTANDING
IMMEDIATELY BEFORE SUCH MERGER OR CONSOLIDATION IS CHANGED THEREBY INTO THE SAME
NUMBER OF SHARES, WITH THE SAME VOTING POWERS, PREFERENCES AND SPECIAL RIGHTS,
OF SUCH CORPORATION;
provided, however, that if any such amendment, alteration or repeal described
above would adversely affect one or more but not all series of preferred stock
with like voting rights (including the Series A Preferred Stock for this
purpose), then only the series affected and entitled to vote shall vote as a
class in lieu of all such series of preferred stock.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, HOLDERS SHALL NOT
HAVE ANY VOTING RIGHTS IF, AT OR PRIOR TO THE EFFECTIVE TIME OF THE ACT WITH
RESPECT TO WHICH SUCH VOTE WOULD OTHERWISE BE REQUIRED, ALL OUTSTANDING SHARES
OF SERIES A PREFERRED STOCK SHALL HAVE BEEN CONVERTED IN ACCORDANCE WITH THE
TERMS OF THIS CERTIFICATE OF DESIGNATIONS.
SECTION 7.
LIQUIDATION.
(A)
IN THE EVENT THE COMPANY VOLUNTARILY OR INVOLUNTARILY LIQUIDATES,
DISSOLVES OR WINDS UP, SUBJECT TO THE RIGHTS OF ANY CREDITORS OF THE COMPANY OR
ANY HOLDERS OF SENIOR SECURITIES OR PARITY SECURITIES, THE HOLDERS AT THE TIME
SHALL BE ENTITLED TO RECEIVE LIQUIDATING DISTRIBUTIONS PER SHARE OF SERIES A
PREFERRED STOCK IN AN AMOUNT EQUAL TO THE GREATER OF (I) THE AMOUNT OF THE
LIQUIDATION PREFERENCE PER SHARE OF SERIES A PREFERRED STOCK AND (II) THE AMOUNT
THAT THE HOLDERS WOULD HAVE RECEIVED IN RESPECT OF THE CONVERSION SECURITIES
ISSUABLE UPON CONVERSION OF SUCH SHARE OF SERIES A PREFERRED STOCK HAD THEY
CONVERTED SUCH SHARE OF SERIES A PREFERRED STOCK IMMEDIATELY PRIOR TO SUCH
EVENT, IN EACH CASE OUT OF ASSETS LEGALLY AVAILABLE FOR DISTRIBUTION TO THE
COMPANY'S STOCKHOLDERS, BEFORE ANY DISTRIBUTION OF ASSETS IS MADE TO THE HOLDERS
OF THE COMMON STOCK, ANY OTHER CONVERSION SECURITIES OR ANY OTHER JUNIOR
SECURITIES.
AFTER PAYMENT OF THE FULL AMOUNT OF SUCH LIQUIDATING DISTRIBUTIONS,
HOLDERS OF THE SERIES A PREFERRED STOCK SHALL HAVE NO RIGHT OR CLAIM TO ANY OF
THE REMAINING ASSETS OF THE COMPANY.
A-8
(B)
IN THE EVENT THE ASSETS OF THE COMPANY AVAILABLE FOR DISTRIBUTION
TO STOCKHOLDERS UPON ANY LIQUIDATION, DISSOLUTION OR WINDING-UP OF THE AFFAIRS
OF THE COMPANY, WHETHER VOLUNTARY OR INVOLUNTARY, SHALL BE INSUFFICIENT TO PAY
IN FULL