Common use of Liquidation, Dissolution or Bankruptcy Clause in Contracts

Liquidation, Dissolution or Bankruptcy. Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company, all Senior Debt shall first be paid in full in cash, or payment provided for in cash or cash equivalents in a manner satisfactory to the holders of Senior Debt, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Notes and to that end the holders of Senior Debt shall be entitled to receive (subject to any agreements among the holders of Senior Debt, pro rata on the basis of the respective amounts of Senior Debt held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to or provision for payment to the holders of such Senior Debt), any payment or distribution of any kind or character, whether in cash, property or securities, which the Holders of the Notes would be entitled but for this Article XIII, except that the Holders of the Notes may receive and retain equity securities of the Company or debt securities of the Company that are subordinated to Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to the Senior Debt pursuant to this Article XIII. The holders of Senior Debt are hereby authorized to file an appropriate claim for and on behalf of the Holders if they or any of them do not file, and there is not otherwise filed on behalf of the Holders, a proper claim or proof of claim in the form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims.

Liquidation, Dissolution or Bankruptcy. Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company, all Senior Debt shall first be paid in full in cash, or payment provided for in cash or cash equivalents Cash Equivalents in a manner satisfactory to the holders of Senior Debt, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Notes and to that end the holders of Senior Debt shall be entitled to receive (subject to any agreements among the holders of Senior Debt, pro rata on the basis of the respective amounts of Senior Debt held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to or provision for payment to the holders of such Senior Debt), any payment or distribution of any kind or character, whether in cash, property or securities, which the Holders of the Notes would be entitled but for this Article XIII, except that the Holders of the Notes may receive and retain equity securities of the Company or debt securities of the Company that are subordinated to Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to the Senior Debt pursuant to this Article XIII. The holders of Senior Debt are hereby authorized to file an appropriate claim for and on behalf of the Holders if they or any of them do not file, and there is not otherwise filed on behalf of the Holders, a proper claim or proof of claim in the form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims.

Liquidation, Dissolution or Bankruptcy. Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the CompanyCompany (an "Insolveny Event"), all Senior Debt Indebtedness shall first be paid in full in cashcash or discharged, or payment provided for in cash or cash equivalents Cash Equivalents, in a manner satisfactory to the holders of Senior DebtIndebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Notes and to that end the holders of Senior Debt Indebtedness shall be entitled to receive (subject to any agreements among the holders of Senior Debt, pro rata on the basis of the respective amounts of Senior Debt Indebtedness held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Debt Indebtedness in full after giving effect to any substantially concurrent payment or distribution to or provision for payment to the holders of such Senior DebtIndebtedness), any payment or distribution of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled but for this Article XIIIXII, except that the Holders of the Notes may receive and retain (i) equity securities of the Company or debt securities of the Company that are subordinated to Senior Debt Indebtedness (and any debt securities issued in exchange for Senior DebtIndebtedness) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to the Senior Debt Indebtedness pursuant to this Article XIIIXII and (ii) the proceeds of any sale of Collateral regardless of whether such sale occurs in respect of or in connection with an Insolvency Event. The holders of Senior Debt Indebtedness are hereby authorized to file an appropriate claim for and on behalf of the Holders if they the Holders or any of them do not file, and there is not otherwise filed on behalf of the Holders, a proper claim or proof of claim in the form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims.

Liquidation, Dissolution or Bankruptcy. Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the CompanyCompany (an "Insolvency Event"), all Senior Debt Indebtedness shall first be paid in full in cashcash or Discharged, or payment provided for in cash or cash equivalents Cash Equivalents, in a manner satisfactory to the holders of Senior DebtIndebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Notes and to that end the holders of Senior Debt Indebtedness shall be entitled to receive (subject to any agreements among the holders of Senior Debt, pro rata on the basis of the respective amounts of Senior Debt Indebtedness held by them) directly, for application to the payment thereof (to the extent necessary to pay in full in cash or Discharge all Senior Debt in full Indebtedness after giving effect to any substantially concurrent payment or distribution to or provision for payment to the holders of such Senior DebtIndebtedness), any payment or distribution of any kind or character, whether in cash, property or securities, to which the Holders of the Notes would be entitled but for this Article XIIIXII, except that the Holders of the Notes may receive and retain (i) equity securities of the Company or debt securities of the Company that are subordinated to Senior Debt Indebtedness (and any debt securities issued in exchange for Senior DebtIndebtedness) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to the Senior Debt Indebtedness pursuant to this Article XIIIXII and (ii) the proceeds of any sale of Collateral regardless of whether such sale occurs in respect of or in connection with an Insolvency Event. The holders of Senior Debt Indebtedness are hereby authorized to file an appropriate claim for and on behalf of the Holders if they the Holders or any of them do not file, and there is not otherwise filed on behalf of the Holders, a proper claim or proof of claim in the form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or claims.