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This excerpt taken from the WBMD 8-K filed Nov 21, 2006. Liquidation
Preference
The holders of Class C preferred shall be entitled to
receive upon any liquidation or deemed liquidation, prior and in
preference to any distribution or payment to the holders of
Class A preferred, Class B preferred or common stock,
an amount equal to $17.50 (such amount being equal to 3.5 times
the amount of $5.00 ($5.00 being the Class C preferred
original purchase price)) for each share of Class C held by
them (as adjusted for any stock dividends, combinations or
splits with respect to such shares) plus an amount equal to all
accrued but unpaid dividends on such respective shares (the
“Class C Preferential Amount”). If the assets and
funds available for distribution among the holders of the
Class C preferred shall be insufficient to permit the full
payment to such holders of the Class C Preferential Amount,
then the entire amount of the assets and funds of the Company
legally available for distribution shall be distributed ratably
among the holders of Class C preferred in such a manner
that the amount to be distributed to each holder of Class C
preferred shall equal the amount obtained by multiplying the
entire assets and funds of the Company legally available for
distribution hereunder by a fraction, (a) the numerator of
which shall be the number of shares of Class C preferred
then held by the holder and (b) the denominator of which
shall be the total then outstanding number of shares of
Class C preferred.
After payment in full of the Class C Preferential Amount,
holders of the Class A and Class B preferred shall be
entitled to receive the applicable Class A Preferential
Amount and Class B Preferential Amount prior to any
distribution or payment to the holders of the common stock. The
holders of the Class A preferred shall be entitled to
receive upon any liquidation or deemed liquidation, prior and in
preference to any distribution or payment to the holders of the
common stock, an amount equal to the sum of (1) the amount
of $1,000 (the “Class A Original Purchase Price”)
for each share of Class A preferred then held by them (as
adjusted for any stock dividends, combinations or splits with
respect to such shares), and (2) all declared but unpaid
dividends on the Class A preferred (collectively, the
“Class A Preferential Amount”). The holders of
the Class B1, B2, B3 and B4 preferred shall be entitled to
receive upon any liquidation, prior and in preference to any
distribution or payment to the holders of common stock, an
amount equal to the sum of (1) the amount of $5.50 (the
“Class B1 and B3 Original Purchase Price”) for
each share of Class B1 and B3 preferred held by them (as
adjusted for any stock dividends, combinations or splits with
respect to such shares) plus an amount equal to all declared but
unpaid dividends on such respective shares (the
“Class B1 and B3 Preferential Amount”), the
amount of $5.00 (the “Class B2 and B4 Original
Purchase Price”) for each share of Class B2 and B4
preferred held by them (as adjusted for any stock dividends,
combinations or splits with respect to such shares) plus an
amount equal to all declared but unpaid dividends on such
respective shares (the “Class B2 and B4 Preferential
Amount”).
If, upon any liquidation or deemed liquidation, the assets and
funds of the Company legally available for distribution shall be
insufficient to permit the payment to the holders of the then
outstanding shares of Class A and Class B preferred of
the full aforesaid preferential amounts, then the entire assets
and funds of the Company legally available for distribution
shall be distributed ratably among the holders of Class A
and
Medsite,
Inc. and Subsidiary
Notes to
Consolidated Financial
Statements — (Continued)
Class B preferred in such a manner that the amount
distributed to each holder of Class A and Class B
preferred shall equal the amount obtained by multiplying the
entire assets and funds of the Company legally available for
distribution hereunder by a fraction, (a) the numerator of
which shall be sum obtained by adding the product obtained by
multiplying the number of shares of Class A, B1, B2, B3 and
B4 preferred held by the Class A, B1, B2, B3 and B4
Preferential Amounts and (b) the denominator of which shall
be the sum obtained by adding the product obtained by
multiplying the total then outstanding number of shares of
Class A, B1, B2, B3 and B4 Preferential Amount.
After payment has been made to the holders of preferred stock of
the full preferential amounts set above, the entire remaining
assets and funds of the Company legally available for
distribution, if any, shall be distributed among the holders of
common stock and Class C preferred in proportion to the
shares of common stock then held by them and shares of common
stock which they have the right to acquire upon conversion of
the shares of Class C preferred then held by them.
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