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Res 2015-139/Lyft TNC
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Res 2015-139/Lyft TNC
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10/22/2015 5:05:43 PM
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10/22/2015 5:03:44 PM
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City Clerk
City Clerk - Document
Resolutions
City Clerk - Type
Approving
Number
2015-139
Date
10/5/2015
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outstanding share of Series A Preferred Stock and an amount equal to all declared but unpaid <br />dividends on such share, (iii) in the case of the Series B Preferred Stock, the sum of $2.1425 (the <br />"Original Series B Issue Price ") for each outstanding share of Series B Preferred Stock and an <br />amount equal to all declared but unpaid dividends on such share, (iv) in the case of the Series C <br />Preferred Stock, the sum of $4.2474 (the "Original Series C Issue Price ") for each outstanding <br />share of Series C Preferred Stock and an amount equal to all declared but unpaid dividends on <br />such share, (v) in the case of the Series D Preferred Stock, the sum of $10.1319 (the "Original <br />Series D Issue Price ") for each outstanding share of Series D Preferred Stock and an amount <br />equal to all declared but unpaid dividends on such share and (vi) in the case of the Series E <br />Preferred Stock, the sum of $19.4456 (the "Original Series E Issue Price" and along with each <br />of the Original Series Seed Issue Price, the Original Series A Issue Price, the Original Series B <br />Issue Price, the Original Series C Issue Price and the Original Series D Issue Price may be <br />referred to herein as an "Original Issue Price ") for each outstanding share of Series E Preferred <br />Stock and an amount equal to all declared but unpaid dividends on such share (each as adjusted <br />for Recapitalizations and as otherwise set forth elsewhere herein). If, upon the occurrence of <br />such event, the assets and funds thus distributed among the holders of the Preferred Stock shall <br />be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, <br />then the entire assets and funds of this Corporation legally available for distribution to <br />stockholders shall be distributed pro rata among the holders of the Preferred Stock in proportion <br />to the full preferential amount each such holder is otherwise entitled to receive under this Article <br />IV.13.2(a). <br />(b) Upon completion of the distributions required by Article IV.8.2(a) <br />all of the remaining assets of this Corporation available for distribution to stockholders shall be <br />distributed among the holders of Common Stock pro rata based on the number of shares of <br />Common Stock held by each. <br />(c) Notwithstanding the above, for purposes of determining the <br />amount each holder of shares of Preferred Stock is entitled to receive with respect to a <br />Liquidation Event, each such holder of shares of Preferred Stock shall be deemed to have <br />converted (regardless of whether such holder actually converted) such holder's shares of <br />Preferred Stock into shares of Common Stock immediately prior to such Liquidation Event if, as <br />a result of an actual conversion, such holder would receive, in the aggregate, an amount greater <br />than the amount that would be distributed to such holder if such holder did not convert such <br />Preferred Stock into shares of Common Stock. If any such holder shall be deemed to have <br />converted shares of Preferred Stock into Common Stock pursuant to this paragraph, then such <br />holder shall not be entitled to receive any distribution that would otherwise be made to holders of <br />Preferred Stock that have not converted (or have not been deemed to have converted) into shares <br />of Common Stock. <br />(d) Deemed Liquidation Events. <br />(i) A "Liquidation Event" shall mean (unless the holders of <br />(x) a majority of the Preferred Stock, voting together as a single class on an as- converted basis, <br />(y) a majority of the Series C Preferred Stock and the Series D Preferred Stock, voting together <br />as a single class on an as- converted basis and (z) a majority of the Series E Preferred Stock, <br />voting as a separate series, shall determine otherwise); <br />3 <br />
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