Liquidation, Dissolution or Winding Sample Clauses

Liquidation, Dissolution or Winding. UP In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the distribution of assets upon dissolution, liquidation, winding-up or distribution for the purpose of winding-up, the holders of the Common Shares shall be entitled to receive the remaining property and assets of the Company.

Liquidation, Dissolution or Winding. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount 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.

Liquidation, Dissolution or Winding. Up -------------------------------------- Upon any liquidation, dissolution or winding up of the Company, no distribution will be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the shares of Series A Preferred unless, prior thereto, the holders of shares of Series A Preferred have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of shares of Series A -------- ------- Preferred will be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to one hundred times the aggregate amount to be distributed per share to holders of shares of Common Stock or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution, or winding up) with the shares of Series A Preferred, except distributions made ratably on the shares of Series A Preferred and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution, or winding up. In the event the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the aggregate amount to which each holder of shares of Series A Preferred would otherwise be entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence will be adjusted by multiplying such amount 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.

Liquidation, Dissolution or Winding. UP 4.1 Preference Right Upon the liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution shall be made to any holders of Common Stock or any other class or series of capital stock of the Corporation designated to be junior to the Class A Convertible Preferred Stock, the holders of Class A Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings (the "Proceeds"), an amount per share equal to the Preference Amount (as defined in Subsection 4.2). If the Proceeds are insufficient to pay each holder of Class A Convertible Preferred Stock an amount per share equal to the Preference Amount, then each such holder shall share in the Proceeds in the same proportion that the number of shares of Class A Convertible Preferred Stock registered in the name of such holder bears to the total number of shares of Class A Convertible Preferred Stock outstanding.

Liquidation, Dissolution or Winding up of the Affairs of the Company. In the event of any liquidation, dissolution or winding up of the affairs of the Company, upon receipt by the Depositary of cash in an amount equal to the aggregate liquidation preference of the shares of Stock held by the Depositary, plus accrued and unpaid dividends thereon (whether or not earned or declared) from the immediately preceding dividend payment date to the date of final distribution, together with any dividends that have been declared but have not been paid on or prior to the date of final distribution to the record holders of Stock, either in one distribution or as the final distribution in a series of liquidating distributions, the Depositary shall deliver the applicable number of certificates representing shares of Stock, properly endorsed or accompanied by proper instruments of transfer, to the Company. The Depositary shall distribute such cash to record holders of Receipts in proportion to the number of Depositary Shares evidenced by the Receipts held by such record holders; provided, however, that as a condition to the distribution to the holders of Depositary Shares of such cash, the Depositary shall require the surrender of the Receipts evidencing such Depositary Shares. ARTICLE III Certain Obligations of Holders of Receipts and the Company

Liquidation, Dissolution or Winding. UP In the event of any dissolution, liquidation or winding-up of the Company or other distribution of the property or assets of the Company, the holders of Series I Shares shall be entitled to receive from the property or assets of the Company an amount equal to the Redemption Amount, together with all declared and unpaid dividends thereon. Subject to the prior rights of any shares of the Company ranking in priority to the Series I Shares, such payment or distribution shall be made prior to the payment of any amount or any amount or distribution of any property or assets of the Company to the holders of Common shares or any other shares ranking junior to the Series I Shares. Upon payment of the holders of record of the Series I Shares on the date of distribution of the amount so payable to them, such holders shall not be entitled to share in any further distribution of the property or assets of the Company.

Liquidation, Dissolution or Winding. Up The holders of Butterfly Shares shall be entitled to receive from the assets of the Corporation an amount equal to the Aggregate Redemption Amount for all of the Butterfly Shares before any amount shall be paid or any assets of the Corporation distributed upon any liquidation, dissolution or winding-up of the Corporation to the holders of Common Shares, Preference Shares or any other shares of the Corporation. After payment to the holders of Butterfly Shares of the amount so payable to them such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

Liquidation, Dissolution or Winding. Up In the event of the liquidation, dissolution or winding-up of the corporation or other distribution of assets of the corporation among shareholders for the purpose of winding-up its affairs, the holders of the Class A shares, as a class, shall be entitled to receive from the assets of the corporation a sum equivalent to the lesser of (a) 20% of the Net Profits of the corporation (as defined in subclause 3(c) hereof) for the period commencing at the end of the last completed financial year of the corporation and ending on the date of the distribution of assets of the corporation to its shareholders together with 20% of the Net Profits of the corporation (as defined in subclause 3(c) hereof) for the last completed financial year less any amounts of said net profits received by the holders of the Class A shares pursuant to subclause 3(c) hereof and (b) the aggregate Redemption Amount (as defined in subclause 3(a) hereof) of all the Class A shares then outstanding before any amount shall be paid or any property or assets of the corporation distributed to the holders of the Common Shares of the corporation. After payment to the holders of the Class A shares of the amount so payable to them as above provided they shall not be entitled to share in any further distribution of the assets or property of the corporation; In the event of the liquidation, dissolution or winding-up of the corporation or other distribution of assets of the corporation among shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of the Class A shares, the holders of the Common Shares shall be entitled to receive the remaining property and assets of the corporation.

Liquidation, Dissolution or Winding. UP -------------------------------------- SECTION 5.1 In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled, subject to the exercise by ParentCo of the Liquidation Purchase Right and otherwise upon compliance with the provisions of this Article 5 and applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution or winding-up (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount equal to the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Amount"), which as set forth in Section 5.2 shall, subject to the exercise by ParentCo of the Liquidation Purchase Right, be fully paid and satisfied by the delivery by or on behalf of the Corporation of the Exchangeable Share Consideration representing such holder's Liquidation Amount. In connection with payment of the Exchangeable Share Consideration representing the Liquidation Amount, the Corporation shall be entitled to liquidate some of the ParentCo Common Shares which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. On or before the Liquidation Date, the holder shall present and surrender at the chief executive office of the Corporation the certificate or certificates representing the 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 constating documents of the Corporation and such additional documents and instruments as the Corporation may reasonable require. SECTION 5.2 On or promptly after the Liquidation Date, and subject to the exercise by ParentCo of the Liquidation Purchase Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Exchangeable Share Consideration representing 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 instrum...

Liquidation, Dissolution or Winding. Up. Upon any liquidation, dissolution or winding-up of Buyer, whether voluntary or involuntary, Buyer shall liquidate and sell all of its Cephalexin ANDAs, inventory, products, and intellectual property (including patents, know-how, trademarks and trade secrets related to Cephalexin) (collectively, the “Cephalxin Assets”) in an arms length transaction and distribute 10% of the net income (as defined by U.S. Generally Accepted Accounting Principals) derived from such transaction to the Class B Member, up to but not in excess of the sum of $3,000,000., less all amounts theretofore paid to the Class B Member in redemption of the Class B Membership Units.