Distributions Upon Dissolution of the Company Sample Clauses

Distributions Upon Dissolution of the Company. Upon dissolution of the Company, the Board shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining fair value therefor, and shall apply and distribute the proceeds in the following order of priority: (i) First, to the payment and discharge of all of the Company’s debts, liabilities, and obligations, including the establishment of necessary reserves; and (ii) Second, to the holders of the Shares pro rata in proportion to the number of Shares held by each Shareholder.
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Distributions Upon Dissolution of the Company. Upon dissolution --------------------------------------------- of the Company: (a) The Company shall first satisfy (or provide for the satisfaction of) all the Company's debts and other obligations (including any debts to Members and former Members, including any amounts owing in respect of Affiliate Subordinated Indebtedness, as that term is defined in the Credit Agreement, and any amounts due and owing Mediacom Management and deferred pursuant to the terms of the Credit Agreement but excluding other obligations to Members and former Members). (b) The Company shall distribute its remaining assets to the Members and any former Members whose interests have not been previously redeemed as follows: (1) First, to the Members in proportion to the amounts by which their Capital Contributions exceed previous Distributions until each has received amounts in the aggregate equal to its Capital Contribution; and (2) The balance to the Members in proportion to their Percentage Interests. (c) Notwithstanding the foregoing provisions of Section 7.4(b), upon the dissolution of the Company, all Distributions shall be made to the Members in proportion to the positive balances of such Members' Capital Accounts (after such Capital Accounts have been adjusted to take into account all events related to such dissolution) and (after all Members have a zero balance in their Capital Accounts) all Distributions shall be made as provided in Section 7.4(b).
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Distributions Upon Dissolution of the Company. Upon dissolution of the Company: (a) The Company shall first satisfy (or provide for the satisfaction of) all the Company's debts and other obligations (including debts to Members, former Members and their Affiliates). (b) The Executive Committee shall determine a Company Valuation for the Company's remaining assets pursuant to Section 8.6 of this Agreement (the "Dissolution Valuation") and the Company shall distribute such assets to the Members and any former Members whose interests have not been previously redeemed as follows: (1) First, to the Members in proportion to the amounts by which their Preferred Capital exceeds previous Distributions until each has received amounts in the aggregate equal to their Preferred Capital; (2) Second, to the Members in proportion to their Percentage Interests until each has received amounts in the aggregate equal to the Unreturned Preferred Return as of the date of such Distribution (applied first to any Preferred Return accrued in respect of the year in which such Distribution occurs and second to any previously accrued Preferred Return); (3) Third, to the Xxxxxxxx Members in proportion to their respective Membership Units, the amount by which 25% of all Distributions made to Members, including the Xxxxxxxx Members, with respect to the Preferred Return pursuant to Section 8.2(b) and clause (2) of this Section 8.4(b) exceeds the amount of all Distributions made to the Xxxxxxxx Members pursuant to Section 8.2(c), provided, -------- however, that following the Carried Interest Conversion Valuation described in ------- Section 8.7(b)(2) below, Distributions to Xxxxxxxx Members under this clause (3) shall be reduced to 11.111% of all Distributions made to Members, including the Xxxxxxxx Members, pursuant to Section 8.2(b)and clause (2) of this Section 8.4(b) exceeds the amount of all Distributions made to the Xxxxxxxx Members pursuant to Section 8.2(c); (4) Fourth, 80% to the Members, including the Xxxxxxxx Members, in proportion to their Percentage Interests and 20% to the Xxxxxxxx Members in proportion to their respective Membership Units, provided, however, that -------- ------- following the Carried Interest Conversion Valuation described in Section 8.7(b)(2) below, distributions under this clause (4) shall be allocated 90% to the Members (including the Xxxxxxxx Members) in proportion to their Percentage Interests and 10% to the Xxxxxxxx Members in proportion to their respective Membership Units.. (c) Notwithstanding t...
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Distributions Upon Dissolution of the Company. Upon dissolution of the Company, after satisfaction of the liabilities of the Company in accordance with Section 14.3(a), the remaining assets of the Company shall be distributed to the Members pro rata in proportion to their respective Capital Account balances; provided, however, that any securities or other property issued upon exercise of the Quokka Warrants shall be distributed to NBC and that such distribution shall be reflected in the Capital Account balances of NBC prior to making or determining the amount of any other distribution pursuant to this Section 11.3(e).
Sample 1
Distributions Upon Dissolution of the Company. Upon dissolution, the Company’s business will be wound up in an orderly manner and the affairs of the Company shall be liquidated forthwith. The assets of the Company shall be used first to payor provide for the payment of all of the debts of the Company, with the balance being distributed to the Members in accordance with their respective positive Capital Account balances after giving effect to all contributions, distributions and allocations for all periods. No Member will be obligated to contribute to the Company or to any other Member any deficit or negative balance that may exist from time to time in the Member’s Capital Account.
Sample 1
Distributions Upon Dissolution of the Company. (a) At the Dissolution of the Company, subject to Article XII hereof and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Members whose interests have not been previously redeemed as follows: (i) first, in discharge of their respective Capital Interests; and (ii) then, in proportion to their Units. (b) If the Company lacks sufficient assets to make the distributions described in Section 6.4(a), the Company will make distributions in proportion to the amount in the respective Capital Interests of the Members whose interests have not been previously redeemed.
Sample 1
Distributions Upon Dissolution of the Company. Upon dissolution of the Company, the Company shall satisfy (or provide for the satisfaction of) all the Company's debts and other obligations (including any debts to Members and former Members). Thereafter, all Distributions shall be made to the Members in proportion to the positive balances of such Members' Capital Accounts (after such Capital Accounts have been adjusted to take into account all events related to such dissolution).
Sample 1
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Related to Distributions Upon Dissolution of the Company

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows: (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Member determines to create for unmatured and/or contingent liabilities or obligations of the Company. (b) Second, to the Member.

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Payment Over of Proceeds Upon Dissolution, Etc In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Debt of the Company shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of the Company, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions, other than the payment or distribution of stock or securities of the Company referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Securities Payment”), and to that end the holders of Senior Debt of the Company shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment before all Senior Debt of the Company is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt of the Company remaining unpaid, to the extent necessary to pay all Senior Debt of the Company in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Company. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of the Company to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other disposition such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

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

  • DISTRIBUTIONS AFTER DISSOLUTION Upon dissolution, the Company must pay its debts before distributing cash, assets, or capital to the Member or the Member’s interests. The Member agrees that any distributions occurring after the dissolution of the Company will follow the process outlined in this Agreement and Section 00-00-000 of the Act.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

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