Distribution of Proceeds Upon Dissolution Sample Clauses

Distribution of Proceeds Upon Dissolution. The Liquidator shall liquidate the assets of the Council and shall apply and distribute the proceeds as follows: (i) First, to the satisfaction (whether by the payment or the making of reasonable provision for payment thereof) of the Council’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Council); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Council; and (iii) Thereafter, if approved by a majority of the Members, to an entity formed for charitable purposes and exempt from taxation under Section 501(c)(3) of the Code. In the absence of such approval, such proceeds shall be distributed as required by applicable law.
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Distribution of Proceeds Upon Dissolution. The Liquidator shall liquidate the assets of the Council and shall apply and distribute the proceeds as follows: (i) First, to the satisfaction (whether by the payment or the making of reasonable provision for payment thereof) of the Council’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including xxx... (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Council; and (iii) Thereafter, to the Distributed Ledger Foundation or, if approved by at least three-quarters of the Members, another entity formed for charitable purposes and exempt from taxation under Section 501(c)(3) of the Code.
Sample 1
Distribution of Proceeds Upon Dissolution. Upon dissolution of the Company, the Board of Managers shall immediately commence to wind-up the Company's affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The proceeds of liquidation, after adequate provision has been made for the satisfaction of all liabilities of the Company (other than liabilities to Members in their capacity as such), shall be distributed, to the Members, as realized: (a) First, to the holders of the Series B Preferred Interests, an amount equal to the Series B Preferred Interests respective Initial Capital Contributions plus undistributed Preferred Allocations, if any (but in no event in an amount in excess of a holder's Capital Account). (b) Second, to the holders of the Series A Preferred Interests, an amount equal to the Series A Preferred Interests respective Initial Capital Contributions (but in no event in an amount in excess of a holder's Capital Account). (c) Third, to the holders of the Series A Preferred Interests, the Series B Preferred Interests and the Common Interests, pro rata, in accordance with and to the extent of their remaining respective Capital Accounts.
Sample 1
Distribution of Proceeds Upon Dissolution. Upon dissolution of the Company, the Board shall immediately commence to wind-up the Company’s affairs. Following such winding up, the assets of the Company shall be distributed: (a) First, to satisfy debts and obligations of the Company; (b) Second, to set up any reserves deemed appropriate by the Board; (c) Third, subject to the rights set forth in any Designation establishing a Preferred Class, among the Members in proportion to the amounts in their Capital Accounts; and
Sample 1
Distribution of Proceeds Upon Dissolution. Upon the dissolution of the Company, the proceeds shall be distributed in the following order of priority: (a) To the expenses of such dissolution, and to the payment of the other debts and liabilities of the Company, except debts and liabilities owing to the Members, and to the establishment of any reserves which the Manager may deem reasonably necessary for any contingent or unforeseen liabilities or other obligations of the Company (whether by payment or reasonable provision for the payment thereof); then Company; then (b) To the repayment of any loans made by the Members to the (c) To the Class A Members pro rata until each of them has received its Unrecovered Capital Contribution; then (d) If no distribution of Net Interest Income has been made for the calendar month, calendar quarter, or fiscal quarter, as the case may be, in which the dissolution occurs, then in an amount equal to the Net Interest Income for the relevant calendar month, calendar quarter, or fiscal quarter, as the case may be, to the Class A Members, Class B Members, and the Manager in the percentages in Section 7.1; then (e) Thereafter, the balance of the proceeds shall be distributed fifty percent (50%) to the Class A Members, pro rata in accordance with their Class A Percentage Interests and fifty percent (50%) to the Class B Members, pro rata in accordance with their Class B Percentage Interests.
Sample 1

Related to Distribution of Proceeds Upon Dissolution

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number 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.

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