TRPS » Topics » (b) Distributions Other than Cash . Whenever the distribution provided for in this Section 3 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Bo

This excerpt taken from the TRPS 8-K filed May 5, 2006.

 (b)  Distributions Other than Cash.  Whenever the distribution provided for in this Section 3 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board. 

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(c)   Merger as Liquidation, etc.  In the event of (i) a consolidation or merger of the Corporation into or with any other entity or entities that results in the exchange of outstanding shares of the Corporation for securities or other consideration issued or paid or caused to be issued or paid by any such entity or affiliate thereof (except a consolidation or merger into a wholly owned subsidiary or merger in which the Corporation is the surviving Corporation and, in either case, the holders of the Corporation's voting stock outstanding immediately prior to the transaction constitute a majority of the holders of voting stock outstanding immediately following the transaction), (ii) the sale or transfer by the Corporation of all or substantially all its assets in one or a series of related transactions, or (iii) the sale or transfer by the Corporation's stockholders of capital stock representing a majority of the voting power at elections of directors of the Corporation (each, an "Event"), such Event shall be deemed to be a liquidation within the meaning of the provisions of this Section 2 (a "Deemed Liquidation") unless the holders of the Series C Preferred Stock at the time of the Event elect not to treat such Event as a Deemed Liquidation by a vote of a majority of the then outstanding shares of Series C Preferred Stock  and by giving written notice thereof to the Corporation at least seven days before the effective date of the Event.  The amount deemed distributed to the holders of Series C Preferred Stock upon any such Deemed Liquidation shall be the cash or the value of the property, rights or securities distributed to such holders by the acquiring person, firm or other entity.  The value of such property, rights or other securities shall be determined in good faith by the Board.

(d)  Notice and Opportunity to Exercise Conversion Rights.  Notwithstanding anything to the contrary that may be inferred from the provisions of this Section 3, each holder of shares of Series C Preferred Stock shall be entitled to receive notice from the Corporation pursuant to Section 5(k) hereof of any proposed Event or liquidation, dissolution or winding-up of the Corporation at least 10 days prior to the date on which any such liquidation, dissolution or winding-up of the Corporation is scheduled to occur and, at any time prior to any such liquidation, dissolution or winding-up of the Corporation, to convert any or all of such holder's shares of Series C Preferred Stock into shares of Common Stock pursuant to and subject to the restrictions of Section 5 hereof.

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