Liquidation Event Sample Clauses

Liquidation Event. 22- Liquidation Proceeds................................................................-22- Loan-to-Value Ratio.................................................................-22-

Liquidation Event. If the Company is liquidated in accordance with the provisions of its Certificate of Incorporation, then the Warrants shall be deemed to have been exercised.

Liquidation Event. (i) any Casualty to the Property or any material portion thereof, (ii) any Condemnation of the Property or any material portion thereof, (iii) a Transfer of the Property in connection with realization thereon following an Event of Default under the Senior Loan, including without limitation a foreclosure sale, or (iv) any refinancing or payoff of the Property or the Senior Loan permitted hereunder (including any refund of reserves on deposit with Senior Lender (but not disbursements therefrom)).

Liquidation Event. The term “Liquidation Event” shall mean (1) a public offering of the Common Stock registered pursuant to the Securities Act where there is a Minimum Public Float immediately following such offering, (2) a merger or other business combination or recapitalization whereby the Common Stock is exchanged for cash and/or publicly traded equity or debt securities in another entity or a combination of cash and other non-publicly traded equity or debt securities where cash constitutes at least a majority of the consideration to be received in such merger, business combination or recapitalization or (3) a sale or other disposition of all or substantially all of the Company’s assets to another entity, for cash and/or publicly traded equity or debt securities of another entity or a combination of cash and other non-publicly traded equity or debt securities where cash constitutes at least a majority of the proceeds of such sale or disposition, in each case, other than to the Company, any subsidiary of the Company, or any entity controlled by the ultimate control persons of the Company. Memorandum. The term “Memorandum” shall have the meaning ascribed to it in Section 2.1.

Liquidation Event. Borrower consummates a Liquidation Event where the acquirer or resulting entity either: (i) does not pay off the Obligations at the closing of the acquisition, merger or sale; or (ii) does not provide an unconditional, unlimited guaranty of the Obligations in form and substance satisfactory to Lender and is of a credit quality unacceptable to Lender.

Liquidation Event. (i) Upon any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares of Series A Preferred Stock shall be entitled to be paid in cash, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation and after satisfaction of all liabilities and obligations to creditors of the Corporation (or, with respect to a Change of Control Transaction in which consideration is payable to the stockholders of the Corporation, out of the consideration payable to the stockholders of the Corporation in connection therewith), but before any amount shall be paid or distributed to the holders of the Common Stock or any other Junior Stock, an amount in respect of each share of Series A Preferred Stock held by such holder equal to the Series A Preference Amount as of the effective date of such Liquidation Event. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon payment in full to the holder of such share of the Series A Preference Amount with respect to such share. After the prior payment in full of the Series A Preference Amount in connection with a Liquidation Event, the remaining assets and funds of the Corporation available for distribution to its stockholders, if any, shall be distributed among the holders of shares of Junior Stock then outstanding. (ii) If the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.

Liquidation Event. (a) The Company shall dissolve and shall commence winding up and liquidation upon the first to occur of any of the following (each, a “Liquidation Event”): (i) the date upon which a Liquidation Event Notice becomes effective in accordance with Section 14.2 so as to cause a Notice Event to become a Liquidation Event; (ii) the Bankruptcy of the Company, the Managing Member, any Material Affiliate of the Managing Member or the Parent Company; (iii) the Members unanimously consent to dissolve, wind up, and liquidate the Company; (iv) the initial Managing Member or any other Managing Member approved by the Class A Limited Members (to the extent required pursuant to Section 5.7) ceases to be the Managing Member; or (v) the entry of a decree of judicial dissolution with respect to the Company under Section 18-802 of the Act. The Members hereby agree that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Liquidation Event.

Liquidation Event. If any Liquidation Event shall have occurred and be continuing, then the Issuer Security Trustee may or, at the direction of the Required Noteholders, shall, subject to being indemnified and/or secured and/or prefunded to its satisfaction, exercise from time to time any rights and remedies available to it as the result of such occurrence under the FleetCo Related Documents.

Liquidation Event. Subject to the rights of the shares of any other class ranking senior to the Restricted Voting Shares with respect to priority upon a Liquidation Event, in the event of a Liquidation Event, the holders of Restricted Voting Shares and the holders of Common Shares shall participate rateably in equal amounts per share, without preference or distinction, in the remaining assets of the Company.