Conduct of Liquidation Sample Clauses

Conduct of Liquidation. Either the Senior Lender(s) or Subordinated Lender(s), or any of them, including holders of Senior or Subordinated Debt that are insiders or affiliates of the Borrower, may conduct a foreclosure or liquidation of the Collateral in which they have a lien pursuant to their respective loan documents subject, however, to the following: (a) Any Senior Lender(s) or Subordinated Lender(s) which conducts a foreclosure or liquidation may only do so upon the prior written consent of the holders of a majority of the Senior Debt and shall provide all holders of Senior and Subordinated Debt with copies of all demands, communications, correspondence and pleadings which relate to such party's conduct of such foreclosure or liquidation. (b) The proceeds of any foreclosure or liquidation shall be distributed in accordance with Section 4 above. (c) Any party which conducts a foreclosure or liquidation shall provide all other parties with a written statement of the results of such foreclosure or liquidation and the distribution of the proceeds thereof. (d) The parties agree that the holders of Senior Debt hold a senior lien as to the Collateral covered by the Senior Loan Documents and that the Subordinated Lender(s) may not conduct a foreclosure or liquidation without (i) the prior written consent of the holders of a majority of the Senior Debt, which any Senior Lender may withhold its individual consent in the sole and absolute discretion of any such Senior Lender, and (ii) the prior written consent of the holders of a majority of the Subordinated debt. (e) Any Senior Lender may, in its sole discretion, accelerate or demand payment of the Senior Debt held by such Senior Lender and may, with the prior written consent of the holders of a majority of the Senior Debt, initiate or conduct a liquidation, foreclose upon, realize upon, or exercise any of the Senior Lender's rights, powers and remedies with respect to the Collateral following written notice to but without the consent of the Subordinated Lender(s). (f) The Subordinated Lender(s), or any of them, shall not have any right to contest any of the procedures or actions taken by any Senior Lender (unless such Senior Lender is engaged in conduct that requires the prior written consent of the holders of a majority of the Senior Debt and such prior written consent has not been obtained) with respect to the Collateral covered by the Senior Loan Documents, including, without limitation, any price (provided foreclosure sale is he...
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Conduct of Liquidation. The liquidation of the Company shall be conducted by the Managers, or, if there are no Managers, by such person as designated by the Member.
Sample 1
Conduct of Liquidation. The Senior Lender may conduct a foreclosure or liquidation of the Devens Property or those assets of the Borrower in which it has a lien pursuant to the Senior Loan Documents subject, however, to the following: a. If the Senior Lender conducts a foreclosure or liquidation, the Senior Lender shall provide the Junior Lender with copies of all demands, communications, correspondence and pleadings which relate to the Senior Lender’s conduct of such foreclosure or liquidation. b. The proceeds of any foreclosure or liquidation shall be distributed in accordance with the priorities set forth in Section 4 above. c. If the Senior Lender conducts a foreclosure or liquidation it shall provide the Junior Lender with a written statement of the results of such foreclosure or liquidation and the distribution of the proceeds thereof. d. The parties agree that Senior Lender is the holder of a first priority lien as to all collateral covered by the Senior Loan Documents and that the Junior Lender may not conduct a foreclosure or liquidation without the prior written consent of Senior Lender or until the Senior Loan is paid in full.
Sample 1
Conduct of Liquidation. Any Party may conduct a Liquidation of those assets of the Borrower in which that Party has a Lien, subject, however, to the following: (a) (i) No Party whose Lien in such assets, pursuant to Section 2 above, is Junior (in this Agreement, each individually, a "Junior Party") to the Lien of any other Party (in this Agreement, each individually a "Senior Party") may initiate or conduct such Liquidation without obtaining the prior written consent of the Senior Party.
Sample 1

Related to Conduct of Liquidation

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

  • Conduct of Business and Maintenance of Existence (a) Continue to engage in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force and effect its corporate existence and (c) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its principal line of business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the extent that failure to do so would not have a Material Adverse Effect.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Dissolution and Liquidation (Check One)

  • Conduct of Hearing The arbitrator shall hold the hearing in Tampa, Florida, unless otherwise agreed by the parties. The hearing shall commence within twenty-five (25) days of the arbitrator's acceptance of selection, or as soon thereafter as is practicable, and the arbitrator shall issue the decision within forty-five (45) days of the close of the hearing or the submission of briefs, whichever is later, unless additional time is agreed to by the parties. The decision shall be in writing and shall set forth findings of fact, reasoning, and conclusions on the issues submitted. Except as expressly specified in this procedure, the provisions of the Florida Arbitration Code, Chapter 682, Florida Statutes, shall not apply. Except as modified by the provisions of the Collective Bargaining Agreement, arbitration proceedings shall be conducted in accordance with the rules and procedures of the American Arbitration Association.

  • Dissolution Liquidation and Termination 60 Section 13.1. Dissolution..........................................................................60

  • DISSOLUTION, LIQUIDATION AND MERGER 51 Section 9.1. Dissolution upon Expiration Date......................................................51 Section 9.2.

  • Dissolution; Liquidation In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

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