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Exercise of Option Prior to a Dissolution Event Distribution Sample Clauses

Exercise of Option Prior to a Dissolution Event Distribution. To exercise its conversion expiration option prior to the distribution of Securities from LFC Trust to the holders of Capital Securities upon the occurrence of a Dissolution Event (a "Dissolution Event Distribution"), the Company shall give written notice to LFC Trust directing LFC Trust to issue the Press Release (as defined in Section 5(h) of Annex I of the Declaration), to cause the conversion rights of the holders of Capital Securities to expire. The Company shall also furnish a copy of such notice to the Trustee (and the Conversion Agent if the Trustee is not then serving as the Conversion Agent). If LFC Trust fails to issue the Press Release within two (2) Business Days after its receipt of such notice, the Company may, on behalf of LFC Trust, issue the Press Release in accordance with the provisions of Section 5(h) of Annex I of the Declaration. The conversion rights of the holders of the Securities shall terminate simultaneously with the termination of the conversion rights of the holders of the Capital Securities.
Sample 1
Exercise of Option Prior to a Dissolution Event Distribution. To exercise its conversion expiration option prior to the distribution of Securities from the related Commonwealth Bankshares Capital Trust to the holders of the corresponding Trust Securities upon the occurrence of a Dissolution Event (a "Dissolution Event Distribution"), the Company shall give written notice to such Commonwealth Bankshares Capital Trust directing such Commonwealth Bankshares Capital Trust to issue the "Press Release" (as defined in Section 4.08(h)(ii) of the related Trust Agreement), to cause the conversion rights of the holders of Trust Securities to terminate. The Company shall also furnish a copy of such notice to the Trustee (and the Conversion Agent if the Trustee is not then serving as the Conversion Agent). If such Commonwealth Bankshares Capital Trust fails to issue the Press Release within two (2) Business Days after its receipt of such notice, the Company may, on behalf of such Commonwealth Bankshares Capital Trust, issue the Press Release in accordance with the provisions of Section 4.08(h) of the related Trust Agreement. The conversion rights of the Holders of the Securities shall terminate simultaneously with the termination of the conversion rights of the holders of the Trust Securities.
Sample 1
Exercise of Option Prior to a Dissolution Event Distribution. To exercise its conversion termination option prior the distribution of Securities from the Trust to the holders of Preferred Securities upon the occurrence of a Dissolution Event (a "Dissolution Event Distribution"), the Company must cause the Trust to issue a press release for publication on the Dow Jonex Xxxs Service or on a comparable news service prior to the opening of business on the second Trading Day after any period in which the conditions in Section 1311(a) have been met (provided that in no event may any such press release be issued prior to December 31, 1999), which press release must contain the information specified in paragraph 5(h) of Annex I of the Declaration; provided that, if the Trust fails to issue the press release as directed, the Company may, on behalf of the Trust, issue the press release in accordance with the provisions of the Declaration. The Company shall also furnish a copy of the press release to the Trustee (and the Conversion Agent if the Trustee is not then serving as the Conversion Agent). In addition, the Company shall cause a Notice of Conversion Termination (as defined below) to be given by first-class mail to the Holders of Securities, the Trustee (and the Conversion Agent if the Trustee is not then serving as the Conversion Agent) not more than four Business Days after the foregoing press release is issued, which Notice of Conversion Termination shall contain the information set forth in Section 1311(c). Upon compliance with the foregoing procedures, and provided that the Trust shall have complied with the corresponding procedures in the Declaration, the conversion rights of the Holders of the Securities shall terminate simultaneously with the termination of the conversion rights of the holders of the Preferred Securities pursuant to the Declaration. Prior to a Dissolution Event Distribution, the conversion rights of Holders may in no event terminate unless and until the conversion rights of holders of Preferred Securities shall have terminated in accordance with the Declaration.
Sample 1
Exercise of Option Prior to a Dissolution Event Distribution. To exercise its conversion expiration option prior to the distribution of Securities from the related Guaranty Capital Trust to the holders of the corresponding Trust Securities upon the occurrence of a Dissolution Event (a "Dissolution Event Distribution"), the Company shall give written notice to such Guaranty Capital Trust directing such Guaranty Capital Trust to issue the "Press Release" (as defined in Section 4.08(h)(ii) of the related Trust Agreement), to cause the conversion rights of the holders of Trust Securities to terminate. The Company shall also furnish a copy of such notice to the Trustee (and the Conversion Agent if the Trustee is not then serving as the Conversion Agent). If such Guaranty Capital Trust fails to issue the Press Release within two (2) Business Days after its receipt of such notice, the Company may, on behalf of such Guaranty Capital Trust, issue the Press Release in accordance with the provisions of Section 4.08(h) of the related Trust Agreement. The conversion rights of the Holders of the Securities shall terminate simultaneously with the termination of the conversion rights of the holders of the Trust Securities.
Sample 1

Related to Exercise of Option Prior to a Dissolution Event Distribution

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Dissolution Events The Company shall be terminated and dissolved at such time or upon the happening of such events as shall be determined by the Member.

  • Events Causing Dissolution Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur: (a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or (b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

  • Early Dissolution 33 Section 9.03. Termination..................................................................................33 Section 9.04. Liquidation..................................................................................33 Section 9.05. Mergers, Consolidations, Amalgamations or Replacements of the Trust..........................35 ARTICLE X

  • Liquidation Events (a) Upon the occurrence of (i) any Casualty to all or any portion of an Individual Property, (ii) any Condemnation of all or any portion of an Individual Property, (iii) a Transfer of an Individual Property in connection with realization thereon following a Mortgage Loan Default, including a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan, or (v) a release of any Individual Property in accordance with the provisions of the Mortgage Loan Agreement (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Collection Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. (b) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of an Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.5(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

  • 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.

  • 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.

  • 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.

Most Referenced Clauses

Most Referenced Definitions