Deemed Liquidations Sample Clauses

Deemed Liquidations. The following events shall be considered a liquidation under this Section 3:
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Deemed Liquidations. In the case of (i) a consolidation or merger of the Corporation (other than a consolidation or merger upon consummation of which the holders of voting securities of the Corporation immediately prior to such transaction, continue to own directly or indirectly not less than a majority of the voting power of the surviving corporation) or a sale of all or substantially all of the assets of the Corporation or other similar transaction and (ii) either receipt by the Corporation of consideration less than the equivalent of $1.00 per share (appropriately adjusted for stock splits, stock dividends and the like) of Series A Preferred Stock plus any declared but unpaid dividends or receipt by the Corporation of consideration less than the equivalent of $3.28 per share (appropriately adjusted for stock splits, stock dividends and the like) of Series B Preferred Stock plus any declared but unpaid dividends, such event shall be regarded, at the option of the holders of a majority of the then outstanding shares of Series Preferred Stock as a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Section 2. Notwithstanding the foregoing, each holder of Series Preferred Stock shall have the right to elect the benefits of the provisions of Section 4(h) hereof in lieu of receiving payment in liquidation, dissolution or winding up of the Corporation pursuant to this Section 2(b). For purposes of this Section 2 and Section 6 hereof, a sale of substantially all of the assets of the Corporation shall mean (x) the sale or other disposition other than in the ordinary course of business of more than 50% of such assets, as determined by reference to either (A) the book value, or (B) the fair market value, of such assets, or (y) any issuance of Common Stock by the Corporation or transfer of Common Stock by the holder thereof to any person or persons acting in concert or a group of affiliated persons, which issuance or transfer results in such person or persons or group holding in the aggregate more than 50% of the issued and outstanding Common Stock after giving effect to such issuance or transfer
Sample 1Sample 2
Deemed Liquidations. No Investor shall at any time hereafter exercise any right it may have under Section B.3(c) of Article Fifth of the Restated and Amended Certificate of Incorporation of the Company as in effect as of the date of this Agreement to treat a sale of shares of stock of the Company, a merger or consolidation of the Company, a sale, lease or transfer of assets of the Company, or any other transaction described therein as a liquidation, dissolution or winding up of the Company. The preceding prohibition shall apply to the successors and assigns of the Investors, and it shall apply whether or not the transaction in question is a Qualified Offer (as hereinafter defined).
Sample 1Sample 2
Deemed Liquidations. The sale, conveyance, exclusive license or other disposition of all or substantially all of the assets of the Company, shall each be deemed to be a liquidation, dissolution or winding-up of the Company as those terms are used in this Section 3. Holders of shares of Series A Preferred shall be given notice of any of the transactions set forth in this Section 3.3 no later than the earlier of (x) ten (10) calendar days prior to the stockholders’ meeting called to approve the transaction and (y) ten (10) calendar days prior to the closing of the transaction.
Sample 1
Deemed Liquidations. The sale of all or substantially all of the Corporation's assets, or the acquisition of the Corporation by another entity by means of merger, consolidation, share exchange, reorganization or otherwise, pursuant to which shares of the Corporation's capital stock are converted into cash, securities or other property of the acquiring entity or any of its affiliates, shall be regarded as a liquidation within the meaning of this Subsection 9(d)(ii); provided, however, that each holder of Series C Preferred Stock shall have the right to elect the benefits of the provisions of Subsection 9(d)(iii) or other applicable conversion provisions in lieu of receiving payment of the liquidation preference in the event of the liquidation, dissolution or winding up of the Corporation pursuant to this Subsection 9(d)(ii); provided, further, that this provision shall not apply if the holders of the Corporation's voting capital stock immediately prior to such merger, consolidation, share exchange or reorganization beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the capital stock of the corporation resulting from such merger, consolidation, share exchange or reorganization.
Sample 1
Deemed Liquidations. A consolidation, merger or reorganization of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation shall own less than a majority (calculated on an as converted basis, fully diluted) of the voting securities of the surviving corporation or any transaction or series of related transactions in which in excess of fifty percent (50%) of the Corporation's voting power is transferred or the sale, transfer or lease of all or substantially all of the assets of the Corporation shall be deemed a liquidation, dissolution or winding up within the meaning of this Article 4.B.2 (each, a "Deemed Liquidation"). Notwithstanding the foregoing, the holders of two-thirds of the then outstanding Preferred Stock, voting together as a single class, shall have the right to elect the benefits of the provisions of Article 4.B.3(i) in lieu of receiving payment in respect of a Deemed Liquidation of the Corporation pursuant to this Article 4.B.2 for such Preferred Stock, and such election, if made, shall be binding on all holders of Preferred Stock then outstanding. The provisions of this Article 4.B.2 shall not apply to any reorganization, merger or consolidation involving (1) only a change in the state of incorporation of the Corporation, (2) a merger of the Corporation with or into a wholly-owned subsidiary of the Corporation which is incorporated in the United States of America, or (3) a merger of the Corporation with or into an entity, substantially all of the outstanding equity securities (or equity-linked securities) of which are owned by then current holders of the Preferred Stock or their affiliates.
Sample 1
Deemed Liquidations. The sale of all or substantially all of the Corporation's assets, or the acquisition of the Corporation by another entity by means of merger, consolidation, share exchange, reorganization or otherwise, pursuant to which shares of the Corporation's capital stock are converted into cash, securities or other property of the acquiring entity or any of its affiliates, shall be regarded as a liquidation within the meaning of this Subsection 9(c)(ii); PROVIDED, HOWEVER, that each holder of Series B Preferred Stock shall have the right to elect the benefits of the provisions of Subsection 9(c)(iii) or other applicable conversion provisions in lieu of receiving payment of the liquidation preference in the event of the liquidation, dissolution or winding up of the Corporation pursuant to this Subsection 9(c)(ii); PROVIDED, FURTHER, that this provision shall not apply if the holders of the Corporation's voting capital stock immediately prior to such merger, consolidation, share exchange or reorganization beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the capital stock of the corporation resulting from such merger, consolidation, share exchange or reorganization.
Sample 1
AutoNDA by SimpleDocs
Deemed Liquidations. The following events shall be regarded as a “Liquidation” of the IHL:
Sample 1

Related to Deemed Liquidations

  • Deferred Liquidation Notwithstanding the provisions of Section 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

  • Cash Liquidation 7 Certificate...................................................................7

  • Orderly Liquidation A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the losses normally attendant upon a liquidation.

  • Combination; Liquidation While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Realization Upon Liquidating Receivables The Servicer shall use reasonable efforts, consistent with its customary practices, policies and procedures, to repossess or otherwise comparably convert the ownership or gain control of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle. The Servicer is authorized to follow such customary practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others, which customary practices, policies and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the related Financed Vehicle at public or private sale and the taking of other actions by the Servicer in order to realize upon such a Receivable. The Servicer is hereby authorized to exercise its discretion consistent with its customary practices, policies and procedures and the terms of the Basic Documents, in servicing Liquidating Receivables so as to maximize the net collections of those Liquidating Receivables, including the discretion to choose to sell or not to sell any of the Liquidating Receivables itself on behalf of the Depositor or any other Owner. The Servicer shall not be liable for any such exercise of its discretion made in good faith and in accordance with such servicing procedures. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Liquidating Receivable at such time as the Receivable becomes a Liquidating Receivable (or as may otherwise be provided in the Pooling Agreement and the Further Transfer Agreements).

  • Liquidation Event 22- Liquidation Proceeds................................................................-22- Loan-to-Value Ratio.................................................................-22-

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Liquidation and Winding Up In the event of dissolution, the Company shall be wound up and its assets liquidated. In connection with the dissolution and winding up of the Company, the Member or such other person designated by the Member shall proceed with the sale, exchange or liquidation of all of the assets of the Company, and shall conduct only such other activities as are necessary to wind up the Company’s affairs, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!