Certain Restrictions on Liquidation Payments Sample Clauses

Certain Restrictions on Liquidation Payments. In the event of any voluntary or involuntary dissolution of the Company (other than as set forth in any Certificate of Designations), Preferred Securityholders holding Company Preferred Securities or Company Parity Preferred Securities at the time outstanding shall be entitled to receive out of the assets of the Company legally available for distribution to Securityholders, before any distribution of assets is made to Common Securityholders or any other Company Junior Securities, liquidating distributions in respect of the Company Preferred Securities or Company Parity Preferred Securities in the amount of the liquidation preference, plus an amount equal to unpaid dividends, if any, thereon with respect to the current Dividend Payment accrued on a daily basis to the date of liquidation, plus an amount equal to unpaid Definitive Dividends for any prior Dividend Period, but without interest and without accumulation of unpaid Nondefinitive Dividends for any prior dividend period. If, upon any such liquidation, the liquidating distribution can be paid only in part because the Company has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Company on the Company Preferred Securities or Company Parity Preferred Securities shall be paid on a pro rata basis.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Certain Restrictions on Liquidation Payments. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company other than in connection with the exchange of all series of Preferred Securities outstanding (in accordance with the Preferred Securities Designation for each such series of Preferred Securities) for the CellNet Common Stock, Preferred Members holding Preferred Securities of each series at the time outstanding will be entitled to receive out of the assets of the Company legally available for distribution to Members, before any distribution of assets is made to the Common Member or Members holding any other class of Interests in the Company ranking junior to the Preferred Securities of such series as to the distribution of assets upon liquidation, dissolution or winding-up of the Company, but together with Preferred Members holding Preferred Securities of any other series or any other Interests in the Company then outstanding ranking pari passu with the Preferred Securities of such series as to the distribution of assets upon liquidation, dissolution or winding-up of the Company ("Company Liquidation Parity Securities"), an amount equal to the aggregate liquidation preference for Preferred Securities of such series as set forth in the applicable Preferred Securities Designation plus all accumulated and unpaid dividends (whether or not earned or declared), to the date of payment (the "Liquidation Distribution"). If, upon any such liquidation, dissolution or winding-up, the Liquidation Distributions can be paid only in part because the Company has insufficient assets available to pay in full the aggregate Liquidation Distributions and the aggregate maximum liquidation distributions on the Company Liquidation Parity Securities, then the amounts payable by the Company on the Preferred Securities of such series and on such Company Liquidation Parity Securities shall be paid on a pro rata basis, so that the ratio of
Sample 1Sample 2See All (4)
Certain Restrictions on Liquidation Payments. In the event of any voluntary or involuntary dissolution of the Company, the board of directors will distribute (after satisfying any liabilities to the Company's creditors as provided by applicable law) to the holders of the Company Securities a Like Amount of the Notes. However, if that distribution is determined to be impractical by the Board of Directors, the holders of the Company Securities will be entitled to receive out of the Company's assets available for distribution to holders (after any liabilities to the Company's creditors as provided by applicable law) a liquidation distribution in an amount equal to the amounts set forth, and in the priority prescribed, in Section 7.3(d). If such liquidation distribution to the Company Preferred Securityholders can be paid only in part because the Company has insufficient assets available to pay in full the aggregate liquidation distribution, then the amounts payable directly by the Company on its Company Preferred Securities will be paid on a pro rata basis based on the Liquidation Amount
Sample 1Sample 2See All (4)
Certain Restrictions on Liquidation Payments. 35 Section 14.6 Termination............................................... 36
Sample 1
Certain Restrictions on Liquidation Payments. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the Preferred Members will be entitled to receive out of the assets of the Company legally available for Distribution to Members, after satisfaction of liabilities to creditors, including contingent, conditional or unmatured claims or obligations, as required by the Delaware Act but before any Distribution of assets is made to any Common Member, for each and every Preferred Interests then issued and outstanding, an amount equal to the Liquidation Preference, plus all accumulated and unpaid Dividends (whether or not earned or declared), including any Additional Dividends, to the date of payment.
Sample 1
Certain Restrictions on Liquidation Payments. In the event of any voluntary or involuntary dissolution of the Company, Members holding Preferred Securities of any series outstanding at such time and Members holding related Common Securities will be entitled to receive out of the assets of the Company legally available for distribution to Members, on a pro rata basis, all amounts available for distribution (the "Liquidation Distribution"); provided, that if an Event of Default under the Note relating to such series of Securities shall have occurred and be continuing, Members holding Preferred Securities of such series shall have priority over Members holding related Common Securities of such series with respect to any such Liquidation Distribution.
Sample 1

Related to Certain Restrictions on Liquidation Payments

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Limitation on Restrictions on Subsidiary Distributions Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Class I Restricted Subsidiary (or, in the case of clause (a) only, any Class II Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Class I Restricted Subsidiary, (b) make Investments in the Borrower or any other Class I Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Class I Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending such Disposition and (iii) agreements, instruments and documents of the types described in clauses (b) through (l) of Section 7.12 (provided, that, in the case of any such type that is limited to certain assets (including Capital Stock) or Persons, the permission in this clause (iii) shall also be limited to such assets or Persons after giving effect to the final sentence of Section 7.12) and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section. Notwithstanding any of the foregoing, the ability of any Class II Restricted Subsidiary to make Restricted Payments may be subject to encumbrances and restrictions imposed by agreements or instruments relating to any Non-Recourse Debt of such Class II Restricted Subsidiary.

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

  • Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

  • No Restrictions on Subsidiary Distributions Except for this Agreement and the Loan Documents and except as provided in the credit facilities of the Foreign Subsidiaries permitted by Section 6.15(d) or required by law, neither the Company nor any Subsidiary shall enter into or be bound by any agreement (including covenants requiring the maintenance of specified amounts of net worth or working capital) restricting the right of any Subsidiary to make distributions or extensions of credit to the Company (directly or indirectly through another Subsidiary).

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any:

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Subsidiary Distributions Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

Time is Money Join Law Insider Premium to draft better contracts faster.