DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.
5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in r...
DISTRIBUTION ON LIQUIDATION. 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Debtor shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Convertible Notes.
5.2 So long as no Event of Default exists, Debtor shall be entitled (i) to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lenders and does not impair the Collateral and (ii) may receive and retain any and all dividends, interest payments or other distributions paid in respect of the Collateral.
DISTRIBUTION ON LIQUIDATION. 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Shareholders shall accept same in trust for the Lender and shall deliver same to the Lender to be applied to the Obligations then due, in accordance with the terms of the Note.
5.2 Prior to any Event of Default (as defined herein), Shareholders shall be entitled to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lender and does not impair the Collateral.
DISTRIBUTION ON LIQUIDATION. (a) Upon the dissolution of the Company by the occurrence of any event described in Section 10.2 hereof and subject to the provisions of Section 10.3 hereof, the Liquidator will be designated within sixty (60) days of such event by the Members, and the Liquidator will proceed to liquidate the assets of the Company, wind up its affairs, and apply and distribute the proceeds as provided for in Section 6.1 hereof.
(b) All liquidating distributions shall be made, and all liabilities of the Company shall be discharged, no later than the latest of (i) the end of such taxable year of the Company, (ii) ninety days after the date of such liquidation, and (iii) such longer period of time as may be permissible hereafter under IRC Section 704(b) and the regulations promulgated thereunder. Subject to the foregoing sentence, the Liquidator shall ensure that the liquidation of the assets of the Company and the discharge of its liabilities proceeds in an orderly manner, so as to minimize any possible losses attendant upon the dissolution of the Company. The provisions of Article VI hereof relating to the allocation of cash proceeds and income, gains, losses, deductions and credits will be applicable during the period of liquidation.
(c) Upon the completion of the liquidation of the Company, the Liquidator will provide each Member with a report showing the information required under Section 8.3 hereof for the period from the date of the last annual report prepared under Section 8.3 hereof to the date of the final distribution of the proceeds of liquidation of the Company.
DISTRIBUTION ON LIQUIDATION. (a) If any sum is paid as a liquidating distribution on or with respect to the Collateral, the Company shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Notes.
(b) So long as no Event of Default exists, The Company shall be entitled (i) to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Secured Parties and does not impair the Collateral and (ii) may receive and retain any and all dividends, interest payments or other distributions paid in respect of the Collateral.
(c) Upon the occurrence and during the continuation of an Event of Default, all rights of the Company, upon notice given by the Collateral Agent, to exercise the voting power and receive payments, which it would otherwise be entitled to pursuant to Section 5(b), shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting power and receive such payments. NEWYORK01 1048677v3 362761-000013 05/20/2005
(d) All dividends, distributions, interest and other payments which are received by the Company contrary to the provisions of Section 5(c) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Company, and shall be forthwith paid over to Collateral Agent as Collateral in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Collateral and as further collateral security for the Obligations.
DISTRIBUTION ON LIQUIDATION. Notwithstanding any other provision of this Agreement, in the event of a liquidation, the Company shall make liquidating distributions within the period prescribed in the Treasury Regulations under Section 704(b) of the Code.
DISTRIBUTION ON LIQUIDATION. In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of the Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares of the Corporation, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Big Flash Common Share on the last Business Day prior to the Liquidation Date (which may be satisfied in full by the Corporation causing an instruction to be given to the Trustee to deliver, in respect of each Exchangeable Share held by each respective holder thereof, one Big Flash Common Share, and obtaining written confirmation of such delivery by the Trustee), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.
DISTRIBUTION ON LIQUIDATION. Upon an event of liquidation, the business of the Company shall be wound up, the Manager shall take full account of the Company assets and liabilities, and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Members in accordance with Article VI as if such assets had been sold at their fair market value at the time of liquidation. If any assets are distributed to a Member, rather than sold, the Distribution shall be treated as a Distribution equal to the fair market value of the asset at the time of the liquidation. The assets of the Company shall be used and distributed in the following order of priority:
(a) To the payment of all debts and liabilities of the Company, including all fees due the Members and their Affiliates, and including any loans or advance that may have been made by the Members to the Company, in the order of priority as provided by law;
(b) To the establishment of any reserves reasonably deemed necessary by the Manager or the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company;
(c) To DRF in an amount equal to $1,108,000 (less any amounts which have been paid to DRF under Section 6.3(c) in respect of any Distributions made from the proceeds of a refinancing or refinancings;
(d) To Telex in an amount equal to the amount distributed to DRF under (c) above; and
(e) To the extent of any balance remaining to each Member, ratably in proportion to its respective Membership Percentage Interest.
DISTRIBUTION ON LIQUIDATION. In the event of the liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, subject to the exercise by Callco of the Liquidation Call Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of ExchangeCo in respect of each Exchangeable Share held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution, winding-up or other distribution, before any distribution of any part of the assets of ExchangeCo among the holders of the Common Shares, an amount per share (the “Liquidation Amount”) equal to the Current Market Price of a SPAC Share, determined as of the last business day prior to the Liquidation Date, plus the Dividend Amount, if any, which Liquidation Amount shall be satisfied in full by ExchangeCo delivering or causing to be delivered to such holder one SPAC Share, plus an amount equal to the Dividend Amount, if any.
DISTRIBUTION ON LIQUIDATION. (a) On dissolution of the Partnership after which the business enterprise of the Partnership is not continued, the liquidating trustee (the “liquidator”) (which shall be the General Partner upon a dissolution described in Section 7.03(a), (b), or (f) above, and otherwise shall be a person selected by a majority in interest (based on its/their Partnership Interests) of all Limited Partners, excluding any Limited Partner who is also a General Partner or a General Partner Affiliate, or successor in interest to any of same), shall proceed diligently to wind up the affairs of the Partnership and distribute its assets. The liquidator shall use its best efforts to sell the Partnership property and otherwise convert the Partnership’s assets, into cash as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. No Partner shall have any right to demand or receive property other than cash during the winding-up of the Partnership; provided, however, that any Partner may bid on and purchase for cash all or a portion of the assets of the Partnership from the liquidator, as long as fair market value is paid therefor.
(b) Upon the dissolution of the Partnership by the occurrence of any event described in Section 7.03, the liquidator shall proceed to liquidate the assets of the Partnership, wind up its affairs, and apply and distribute the proceeds of such liquidation in the following order of priority:
(i) To the payment of the debts and liabilities of the Partnership (including to any Partner) and the expenses of liquidation in the order of priority as provided by law, and to the establishment of any reserves which the liquidator shall deem reasonably necessary for the contingent unforeseen liabilities or obligations of the Partnership. Said reserves may be paid by the liquidator to a bank or attorney-in-fact to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations. At the expiration of such period as the liquidator shall deem advisable, the balance shall be distributed in the manner provided hereunder.
(ii) To the Partners in an amount equal to the credit balances in their Capital Accounts; provided, however, that the Capital Accounts shall be determined by taking into account all adjustments provided in this Agreement (including all adjustments for the Partnership’s taxable year during which a liquidation occurs) and; provided, further, that if the aggregate credit balances...
