Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation. (d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany (a “Liquidation”), the holders of shares of the Series D A Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Company legally available for distribution to its stockholders, stockholders an amount in cash equal to a liquidation preference of $25.00 20.00 per shareshare of the Series A Preferred Stock, plus an amount equal to any all accrued and unpaid dividends (whether or not declared) compounding at 6.5% per annum up to and including the date of paymentpayment of such amount (the “Liquidation Value”), after payment of all the Company’s indebtedness and other obligations ranking senior under Delaware law, and before any distribution of assets is distributions or payments are made to the holders of the Common Stock or and any series of Preferred Stock of the Corporation that ranks other equity securities ranking junior to the Series D A Preferred Stock as to liquidation rights.
(b) Stock. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding upa Liquidation, the available assets of the Corporation Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of the Series D A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity the Company’s capital stock ranking on a parity with the Series A Preferred Stock in the distribution of assetsliquidation preference to which they would otherwise be respectively entitled, then the holders of shares of the Series D A Preferred Stock and stockholders of all other such classes or series of Parity capital stock ranking on a parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitledentitled upon such Liquidation if all amounts payable on or with respect to the shares of the Series A Preferred Stock were paid in full, and the Company shall not make or agree to make any payments to the holders of any equity securities ranking junior to the Series A Preferred Stock.
(b) In the event of a Liquidation, the Company shall, within ten (10) days after the date the Board of Directors approves such action, or no later than twenty (20) days after any stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each record holder of the Series A Preferred Stock written notice of the proposed action by first class mail, postage paid, at the respective addresses of such holders as they appear on the stock transfer records of the Company. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the cash to be received by the holders of the Series A Preferred Stock upon consummation of the proposed action and the payment date or dates and the place or places on and at which the amounts distributable as a result thereof shall be payable. If any material change in the facts set forth in the initial notice shall occur, the Company shall promptly give written notice to each record holder of the Series A Preferred Stock of such material change.
(c) After payment to the holders of the Series A Preferred Stock of the full amount of the liquidating distributions to which they are entitledliquidation amounts provided in this Section 4, the holders of the Series D A Preferred Stock shall Stock, as such, will have no right or claim to any of the remaining assets of the CorporationCompany.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or Neither the sale, lease lease, transfer or conveyance of all or substantially all of the assets or business of the CorporationCompany, nor the merger or consolidation of the Company with or into any other entity or the merger or consolidation of any other entity with or into the Company nor a statutory stock exchange by the Company if then permitted by the Act, shall not be deemed to constitute be a liquidation, dissolution or winding up Liquidation for the purposes of the Corporationthis Section 4.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement, Series a 2 Preferred Stock Purchase Agreement (Willis Lease Finance Corp)
Liquidation Preference. (a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D A Preferred Stock Partnership Units then outstanding are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholders, partners a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) distributions to the date of payment, before any distribution of assets is made to holders of Common Stock Units or any other class or series of Preferred Stock of the Corporation Partnership Units that ranks junior to the Series D A Preferred Stock Partnership Units as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership.
(b) b. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock Partnership Units and the corresponding amounts payable on all shares Partnership Units of other classes or series of Parity Stock Partnership Units ranking on a parity with the Series A Preferred Partnership Units in the distribution of assets, then the holders of shares of the Series D A Preferred Stock Partnership Units and stockholders of all other such classes or series of Parity Stock Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) c. Written notice of any such liquidation, dissolution or winding up of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D A Preferred Stock Partnership Units at the respective addresses of such holders as the same shall appear on in the stock transfer books and records of the CorporationPartnership.
(e) d. The consolidation consolidation, combination or merger of the Corporation Partnership with or into any other corporation, trust partnership or entity or consolidation or merger of any other corporation with or into the CorporationPartnership, or the sale, lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Corporationor any statutory share exchange, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationPartnership.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Hersha Hospitality Trust), Agreement of Limited Partnership (Hersha Hospitality Trust)
Liquidation Preference. (a) Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series D A Preferred Stock then outstanding are shall be entitled to be paid receive out of the assets of the Corporation, legally whether such assets are capital or surplus of any nature, an amount per share equal to the sum of (i) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Securities. After any such payment in full, the holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to its stockholders, a stockholders after the liquidation preference preferences of $25.00 per share, plus an amount equal to any accrued and unpaid dividends Senior Liquidation Securities shall be distributed ratably (whether or not declared) in proportion to the date of payment, before any distribution of assets is made full distributable amounts to which holders of Common Stock or any series of Series A Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series A Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation that ranks junior with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to the Series D Preferred Stock as a Person or Persons shall be deemed to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary be a liquidation, dissolution or winding up, the available assets up of the Corporation are insufficient to pay the amount for purposes of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsthis Article IV, then but the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D A Preferred Stock shall have no right nevertheless be entitled from and after any such consolidation, merger or claim to any sale, conveyance, lease, exchange or transfer of the remaining assets all or part of the Corporation.
(d) Written notice 's assets to the rights provided by this Article IV following any such transaction. Notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the any payment date stated therein, to each holders of record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation.
(e) The consolidation or merger record books of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all as of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationdate such notices are first mailed.
Appears in 2 contracts
Samples: Investment Agreement (Oxford Health Plans Inc), Investment Agreement (TPG Partners Ii Lp)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D B Preferred Stock Partnership Units then outstanding are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholders, partners a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) distributions to the date of payment, before any distribution of assets is made to holders of Common Stock Units or any other class or series of Preferred Stock of the Corporation Partnership Units that ranks junior to the Series D B Preferred Stock Partnership Units as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D B Preferred Stock Partnership Units and the corresponding amounts payable on all shares Partnership Units of other classes or series of Parity Stock Partnership Units ranking on a parity with the Series B Preferred Partnership Units in the distribution of assets, then the holders of shares of the Series D B Preferred Stock Partnership Units and stockholders of all other such classes or series of Parity Stock Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D B Preferred Stock Partnership Units at the respective addresses of such holders as the same shall appear on in the stock transfer books and records of the CorporationPartnership.
(ed) The consolidation consolidation, combination or merger of the Corporation Partnership with or into any other corporation, trust partnership or entity or consolidation or merger of any other corporation with or into the CorporationPartnership, or the sale, lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Corporationor any statutory share exchange, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationPartnership.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Hersha Hospitality Trust), Agreement of Limited Partnership (Hersha Hospitality Trust)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series D the Preferred Stock then outstanding are Units shall be entitled to be paid receive out of the assets of the Corporation, Company legally available for distribution to its stockholders, equity holders however denominated a liquidation preference distribution in cash in the amount of $25.00 per share, the Liquidation Preference plus an amount equal to any all distributions accrued and unpaid dividends (whether or not declared) thereon to the date of payment, then in effect, before any distribution of assets is made to holders of Common Stock any other class or any series of Preferred Stock stock of the Corporation Company that ranks junior to the Series D Preferred Stock Units as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation Company are insufficient to pay the amount of the liquidating Liquidation Preference plus an amount equal to all distributions accrued and unpaid on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsUnits, then the holders of shares of Series D the Preferred Stock and stockholders of such classes or series of Parity Stock Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D the Preferred Stock shall Units will have no right or claim to any of the remaining assets of the CorporationUnits.
(d) Written notice of any such liquidation, dissolution or winding up of the CorporationCompany, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 15 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationUnits.
(e) The Neither the consolidation or merger of the Corporation Company with or into any other corporation, limited liability company, partnership, limited partnership, trust or other entity or of any other corporation corporation, limited liability company, partnership, limited partnership, trust or other entity with or into the CorporationCompany, or nor the sale, lease or conveyance of all or substantially all of the assets property or business of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany within the meaning of this Section 4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Hospitality Properties REIT, Inc.)
Liquidation Preference. (a) In the event of any Distribution, the Series C-V Holders shall be entitled to receive, immediately after any distributions to the holders of the Senior Securities required by the Company's Certificate of Incorporation, and prior in preference to any distribution to the holders of the Junior Securities, but in parity with any Distribution to the holders of the Series A Preferred Stock (the "SERIES A HOLDERS"), the holders of the Series B Preferred Stock (the "SERIES B HOLDERS") or the holders of the Parity Securities, an amount per share equal to the Original Issue Price. If upon the occurrence of any such Distribution, and after payment in full of any preferential amounts due in respect of the Senior Securities, the assets and funds available to be distributed among the Series A Holders, the Series B Holders, the Series C-V Holders and the holders of the Parity Securities shall be insufficient to pay to such Holders the full preferential amounts due to the Series A Holders, the Series B Holders, the Series C-V Holders and holders of the Parity Securities, then the entire assets and funds of the Company legally available for distribution shall be distributed among the Series A Holders, the Series B Holders, the Series C-V Holders and the holders of the Parity Securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's Certificate of Incorporation and any certificate(s) of designation relating thereto.
(b) Upon the completion of the distribution required by Section 7F.3(a), if assets remain in the Company, they shall be distributed to holders of Junior Securities in accordance with the Company's Certificate of Incorporation, including any voluntary duly adopted certificate(s) of designation.
(c) At the option of each Series C-V Holder, a sale, conveyance or involuntary disposition of all or substantially all the assets of the Company to any entity other than an Affiliate of the Company which is controlled by the Company through the direct or indirect ownership of not less than 50% of the voting securities or interests thereof (a "Liquidating Transaction") shall be deemed to be a liquidation, dissolution or winding up within the meaning of the affairs of the Corporationthis Section 7F.3; PROVIDED, the holders of shares of that neither (i) any Liquidating Transaction that a Series D Preferred Stock then outstanding are entitled C-V Holder elects in writing not to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock treat as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany nor (ii) any consolidation, merger, acquisition, or other business combination of the Company with or into any other company or companies shall be treated as a liquidation, dissolution or winding up within the meaning of this Section 7F.3(c), but instead shall be subject to Section 7F.4(f). Any Series C-V Holder as to which any Liquidating Transaction is treated as a liquidation, dissolution or winding up of the Company under this Section 7F.3(c) is referred to herein as a "SERIES C-V LIQUIDATING HOLDER."
(d) Prior to the closing of a transaction described in Section 7F.3(c) which would constitute a liquidation event, the Company shall either (i) make all cash distributions it is required to make to the Series C-V Liquidating Holders pursuant to the first sentence of Section 7F.3(a), (ii) set aside sufficient funds from which the cash distributions required to be made to the Series C-V Liquidating Holders can be made, or (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Company from a sale of all or substantially all the assets of the Company will be used to make the liquidating payments to the Series C-V Liquidating Holders immediately after the consummation of such sale. If the Company has not fully complied with any of the foregoing alternatives, the Company shall either: (x) cause such closing to be postponed until such cash distributions have been made, or (y) cancel such transaction, in which event the rights of the Series C-V Holders or other arrangements shall be the same as existing immediately prior to such proposed transaction.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D A Preferred Stock then outstanding Units are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued and but unpaid dividends distributions (whether or not authorized or declared) to thereon to, but not including, the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of Junior Units. If the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the liquidating distributions on all outstanding shares same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Notice of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock any distribution in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of connection with any such liquidation, dissolution or winding up of the Corporationaffairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Corporation Partnership with or into any other corporationanother entity, trust or a merger of another entity or of any other corporation with or into the CorporationPartnership, a statutory exchange by the Partnership or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Partnership.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Cherry Hill Mortgage Investment Corp)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D E Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of stock of the Corporation ranking senior to the Series E Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, a liquidation preference of Twenty-Five Dollars ($25.00 25.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock stock of the Corporation that it may issue that ranks junior to the Series D E Preferred Stock as to liquidation rightsthe payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and such holders of Series E Preferred Stock shall not be entitled to any further payment.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D E Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity stock of the Corporation ranking on a parity with the Series E Preferred Stock in the payment of dividends and the distribution of assetsassets upon any liquidation, dissolution or winding up of the Corporation, then the holders of shares of Series D E Preferred Stock and stockholders of all other such classes or series of Parity Stock stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Notice of any such liquidation stating the payment date or dates when, and the place or places where, the amounts distributable in each circumstance shall be payable, shall be given no fewer than 30 days and no more than 60 days prior to the payment date, to each holder of record of Series E Preferred Stock at the address of such holder as it shall appear on the stock records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D E Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation. The consolidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation conversion or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporation, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Merger Agreement (Arlington Asset Investment Corp.)
Liquidation Preference. (a) Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series D A Preferred Stock then outstanding are shall be entitled to be paid receive out of the assets of the Corporation, legally whether such assets are capital or surplus of any nature, an amount per share equal to the sum of (i) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Securities. After any such payment in full, the holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to its stockholders, a stockholders after the liquidation preference preferences of $25.00 per share, plus an amount equal to any accrued and unpaid dividends Senior Liquidation Securities shall be distributed ratably (whether or not declared) in proportion to the date of payment, before any distribution of assets is made full distributable amounts to which holders of Common Stock or any series of Series A Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series A Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon.
Neither a consolidation or merger of the Corporation that ranks junior with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to the Series D Preferred Stock as a Person or Persons shall be deemed to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary be a liquidation, dissolution or winding up, the available assets up of the Corporation are insufficient to pay the amount for purposes of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsthis Article IV, then but the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D A Preferred Stock shall have no right nevertheless be entitled from and after any such consolidation, merger or claim to any sale, conveyance, lease, exchange or transfer of the remaining assets all or part of the Corporation.
(d) Written notice 's assets to the rights provided by this Article IV following any such transaction. Notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series A Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage prepaid, mailed not less than 30 nor more than 60 45 days prior to the any payment date stated therein, to each holders of record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation.
(e) The consolidation or merger record books of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all as of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationdate such notices are first mailed.
Appears in 1 contract
Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to stockholders, an amount in cash equal to $50,000 for each share outstanding (the "Liquidation Preference"), plus an amount equal to all accrued and unpaid dividends thereon to (but not including) the date fixed for liquidation, dissolution or winding up, and no more, before any distribution shall be made to the holders of the Common Stock or any other class of stock or series thereof ranking junior to the Series A Preferred Stock with respect to the distribution of assets. If upon such voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company the net assets of the Company shall be insufficient to permit payment in full of the amounts required to be paid to the holders of the Series A Preferred Stock and to the holders of any class of stock or series thereof ranking on a parity with the Series A Preferred Stock in respect of the distribution of assets, then a pro rata portion of the full amount required to be paid upon such dissolution, liquidation or winding up shall be paid to (a) the holders of Series A Preferred Stock and (b) the holders of any class of stock or series thereof ranking on a parity with the Series A Preferred Stock in respect of the distribution of assets. Such pro rata portion shall be calculated upon the ratio that the total amount available for distribution to such holders bears to the total distribution required to be made on the Series A Preferred Stock and such parity stock.
(b) Nothing contained in this Section 6 shall be deemed to prevent redemption of shares of the Series A Preferred Stock by the Company in the manner provided in Section 3. Neither the merger nor consolidation of the Company into or with any other company, nor the merger or consolidation of any other company into or with the Company, nor a sale, transfer or lease of all or any part of the assets of the Company, shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 6.
(c) Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the CorporationCompany, stating the a payment date or dates when, and the place or places where, where the distributable amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not no less than 30 nor more than 60 days prior to the payment date stated therein, to each the holders of record holder of the Series D A Preferred Stock at the their respective addresses of such holders as the same shall appear on the stock transfer records register of the CorporationCompany.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D A Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation, Corporation legally available for distribution to its stockholders, stockholders a liquidation preference of $25.00 10.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not declared) to but excluding the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock stock of the Corporation that ranks junior to the Series D A Preferred Stock as to liquidation rights.
(b) In . If the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the amount of liquidation preference on the liquidating distributions on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable liquidation preference on all the shares of other classes any class or series of Parity Stock in the distribution of assetsPreferred Stock, then all assets distributed to the holders of shares of the Series D A Preferred Stock and stockholders of such classes any class or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right be distributed pro rata so that the amount of assets distributed per share of Series A Preferred Stock and such class or claim series of Parity Preferred Stock shall in all cases bear to any each other the same ratio that the liquidation preference per share on the Series A Preferred Stock and such class or series of the remaining assets of the Corporation.
(d) Parity Preferred Stock bear to each other. Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation consolidation, conversion or merger of the Corporation with or into any other corporationanother entity, trust or a merger of another entity or of any other corporation with or into the Corporation, a statutory share exchange by the Corporation or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Merger Agreement (Digirad Corp)
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D E Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its our stockholders, subject to the preferential rights of the holders of any classes or series of our Senior Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to to, but excluding, the date of paymentpayment date, without interest, before any distribution of assets is made to holders of Common Stock or any series Junior Stock; and the holders of Series E Preferred Stock of the Corporation that ranks junior will not be entitled to the Series D Preferred Stock as to liquidation rights.
(b) any further payment. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of our Series D E Preferred Stock and the corresponding amounts payable on all shares of our other classes or series of Parity Stock in the distribution of assetsStock, then the holders of shares of our Series D E Preferred Stock and stockholders of all other such classes or series of Parity Stock shall will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Notice of any such liquidation will be given no fewer than 30 days and no more than 60 days prior to the payment date, to each holder of record of Series E Preferred Stock at the address of such holder as it appears on our stock records. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D E Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidationassets. The consolidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation conversion or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationor a statutory share exchange, shall will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock or otherwise, is permitted under Maryland law with respect to any share of any class or series of our stock, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series E Preferred Stock will not be added to our total liabilities.
Appears in 1 contract
Samples: Equity Distribution Agreement
Liquidation Preference. (a) Upon any 1. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of the Series D C Preferred Stock Shares then outstanding are shall be entitled to be paid receive, out of the assets of the CorporationCompany, legally available for distribution to its stockholders, a liquidation preference of $25.00 10.00 per share, share (the "Liquidation Preference") plus an amount per share equal to any all accrued and unpaid dividends (whether or not declared) thereon, if any, up to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder affairs of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear Company, before any distribution or payment is made on the stock transfer records Common Shares of Beneficial Interest of the Corporation.
(e) The consolidation Company or merger of the Corporation with or into any other corporation, trust or entity or class of Junior Securities. If upon any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Company, the assets distributable among the holders of Series C Preferred Shares and all other classes and series of shares of beneficial interest which by their terms rank (as to any such distribution of assets) on a parity with the Series C Preferred Shares are insufficient to permit the payment in full to the holders of all such shares of all preferential amounts payable to all such holders, then the entire assets of the Company thus distributable shall be distributed ratably among the holders of Series C Preferred Shares and such other classes and series of shares of beneficial interest which by their terms rank (as to any such distribution of assets) on a parity with the Series C Preferred Shares in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.
2. Neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company, nor the merger or consolidation of the Company into or with any corporation, nor the merger of any corporation with or into the Company, shall be deemed to be a dissolution, liquidation or winding up of the affairs of the Company within the meaning of this Paragraph (C), unless such sale, lease or conveyance shall be in connection with a plan of liquidation, dissolution or winding up of the affairs of the Company.
3. Upon issuance, the Series C Preferred Shares will rank on a parity with the Series A Preferred Shares and the Series B Preferred Shares as to the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Company.
Appears in 1 contract
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its our stockholders, subject to the preferential rights of the holders of any classes or series of our Senior Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to to, but excluding, the date of paymentpayment date, before any distribution of assets is made to holders of Common Stock or any series Junior Stock; and the holders of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as will not be entitled to liquidation rights.
(b) any further payment. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of our Series D Preferred Stock and the corresponding amounts payable on all shares of our other classes or series of Parity Stock in the distribution of assetsStock, then the holders of shares of our Series D Preferred Stock and stockholders of all other such classes or series of Parity Stock shall will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Notice of any such liquidation will be given no fewer than 30 days and no more than 60 days prior to the payment date, to each holder of record of Series D Preferred Stock at the address of such holder as it appears on our stock records. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidationassets. The consolidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation conversion or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationor a statutory share exchange, shall will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock or otherwise, is permitted under Maryland law with respect to any share of any class or series of our stock, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series D Preferred Stock will not be added to our total liabilities. The Series D Preferred Stock is not redeemable by us prior to October 15, 2027, except under circumstances where it is necessary to preserve our qualification as a REIT for U.S. federal income tax purposes (please see “— Restrictions on Transfer and Ownership” below and “Description of Common Stock — Restrictions on Ownership and Transfer” and “Description of Preferred Stock — Restrictions on Ownership; Change of Control Provisions” in the accompanying prospectus) and except as described below under “— Special Optional Redemption” upon the occurrence of a Change of Control (as defined below).
Appears in 1 contract
Samples: Equity Distribution Agreement
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating either voluntary or involuntary, the HOLDERS of Securities shall be entitled to receive, immediately after any distributions to holders of Senior Securities required by the Corporation's Articles of Incorporation or any certificate of determination of preferences, and prior and in preference to any distribution to Junior Securities but in parity with any distribution to Parity Securities, an amount per share equal to the sum of (i) USD$1,000.00 for each outstanding share of Securities (the "Original Series 'A' Issue Price") and (ii) an amount equal to any accrued but unpaid dividends. If upon the occurrence of such event, the assets and funds thus distributed among HOLDERS of the Securities and Parity Securities shall be insufficient to permit the payment date or dates when, to such HOLDERS of the full amounts due to the HOLDERS of the Securities and the place or places whereParity Securities, respectively, then the amounts distributable in such circumstances entire assets and funds of the Corporation legally available for distribution shall be payabledistributed among the HOLDERS of Securities and the Parity Securities, shall be given by first class mailpro rata, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at based on the respective addresses liquidation amounts to which each such series of such holders as the same shall appear on the stock transfer records of is entitled by the Corporation's Articles of Incorporation and any certificate of designation of preferences.
(eb) The Upon completion of the distribution required by subsection 5(a), if assets remain in this Corporation, they shall be distributed to HOLDERS of Parity Securities (unless HOLDERS of Parity Securities have received distributions pursuant to subsection (a) above) and Junior Securities in accordance with the Articles of Incorporation including any certificate of determination of preferences.
(c) A consolidation or merger of the Corporation with or into any other corporation, trust corporation or entity or of any other corporation with or into the Corporationcorporations, or the a sale, lease conveyance or conveyance disposition of all or substantially all of the assets or business of the CorporationCorporation or the effectuation by the Corporation of a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of, shall not be deemed to constitute be a liquidation, dissolution or dissolution, and winding up within the meaning of the Corporationthis Section 5.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D A Preferred Stock then outstanding Units are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued and but unpaid dividends distributions (whether or not authorized or declared) to thereon to, but not including, the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of Junior Units. If the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the liquidating distributions on all outstanding shares same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Notice of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock any distribution in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of connection with any such liquidation, dissolution or winding up of the Corporationaffairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Corporation Partnership with or into any other corporationanother entity, trust or a merger of another entity or of any other corporation with or into the CorporationPartnership, a statutory exchange by the Partnership or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Partnership.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Global Medical REIT Inc.)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series D Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00 25.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earned or declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock capital stock of the Corporation that it may issue that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Corporation that it may issue ranking on a parity with the Series D Preferred Stock in the distribution of assets, then the holders of shares of the Series D Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Holders of Series D Preferred Stock will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporation, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
(d) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of the Series D Preferred Stock shall not be added to the Corporation’s total liabilities.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series D A Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Corporation legally available for distribution to its stockholders, after payment or provision of the debts and other liabilities of the Corporation, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of payment (including the Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) Accrual). In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series A Preferred Stock in the distribution of assets, then the holders of shares of the Series D A Preferred Stock and stockholders of each such classes other class or series of Parity shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) . Written notice of any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series D A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporationentity, or the voluntary sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the Corporation.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred Stock shall not be added to the Corporation’s total liabilities.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series D Preferred Stock, the holders of shares of Series D Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Company legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Company ranking, as to liquidation rights, on parity with the Series D Preferred Stock in the distribution of assets, then the holders of shares of the Series D Preferred Stock and stockholders of each such classes other class or series of Parity shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series D Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) . Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Company. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Corporation Company with or into any other corporation, trust or entity or of any other corporation with or into the Corporationentity, or the voluntary sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series D Preferred Stock shall not be added to the Company’s total liabilities.
Appears in 1 contract
Samples: Revolving Credit Agreement (Digital Realty Trust, L.P.)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series D C Preferred Stock then outstanding are Units will be entitled to be paid out of the assets of the Corporation, Company has legally available for distribution to its stockholdersMembers, subject to the preferential rights of the holders of any Senior Units, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued accumulated and unpaid dividends distributions thereon (whether or not authorized or declared) to to, but excluding, the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) Junior Units. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D C Preferred Stock Units and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsUnits, then the holders of shares of the Series D C Preferred Stock Units and stockholders of all such classes or series of Parity Stock Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Holders of Series C Preferred Units will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D C Preferred Stock shall Units will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Company. The consolidation or merger of the Corporation Company with or into any other corporation, trust or entity or of any other corporation entity with or into the CorporationCompany, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business business, individually or in a series of related transactions, of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ellington Financial Inc.)
Liquidation Preference. Upon a Liquidation Event (as defined below), the holders of the Series D Shares shall be entitled to receive, prior and in preference to the holders of any other Junior Stock of the Company, an amount per share equal to the greater of (a) Upon the Series D Purchase Price plus any voluntary accrued but unpaid dividends, whether or involuntary not declared, or (b) the amount per share holders would have received if all Series D Shares had been converted into Common Stock of the Company (the "Series D Liquidation Preference"). Any remaining proceeds thereafter shall be distributed to the Junior Stock. Unless Series D investors elect otherwise, a "Liquidation Event" shall mean the liquidation, dissolution or winding winding-up of the affairs Company, the acquisition of the Corporation, the holders Company by another entity by means of shares of Series D Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes transaction or series of Parity Stock related transactions (including any reorganization, merger or consolidation other than one effected for the purpose of reincorporating the Company) that results in the distribution transfer of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes 50% or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment more of the full amount outstanding voting power of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the CorporationCompany, or the sale, lease or conveyance sale of all or substantially all of the assets or business of the Corporation, Company. Optional Conversion: Each holder of Series D Shares shall not be deemed have the right to constitute a liquidation, dissolution convert any or winding up all of the CorporationSeries D Shares at any time into shares of Common Stock at a conversion rate equal to the Series D Purchase Price divided by the Series D Conversion Price in effect on the date of conversion, subject to adjustment as set forth below. Assuming the Series D Conversion Price of $0.30, the initial conversion rate would be 333 - to - 1. Mandatory Conversion: Following the second anniversary date, the Company will have the right to force conversion of all of the Series D Shares provided that the Registration Statement covering the underlying shares is registered and the 20 day VWAP of the Company's common stock is 200% of the Conversion Price. Anti-dilution: Upon the issuance or deemed issuance of any Common Stock, warrants, rights, options or convertible securities at a purchase price or conversion price per share less than the then-applicable Series D Conversion Price or (excluding (i) issuances to directors, officers, employees or consultants under a Board approved equity incentive plan, (ii) issuance of Common Stock upon conversion of Series D Shares, or (iii) issuance of securities in connection with a bona fide business acquisition or financing), the the-applicable Series D Conversion Price shall be reduced on a full-ratchet basis to prevent dilution.
Appears in 1 contract
Samples: Convertible Loan and Security Agreement (Lifepoint Inc)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D A Preferred Stock then outstanding Outstanding are entitled to be paid out of the assets of the Corporation, legally available for distribution to its stockholders, a liquidation preference of $25.00 133,466.75 per shareshare of Series A Preferred Stock (the “Liquidation Preference”), plus an amount equal to any accrued declared and unpaid dividends (whether or not declared) and only to the date of paymentextent declared and unpaid) for the full or partial Dividend Period in which the liquidation, dissolution or winding up occurs, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock of the Corporation equity securities that ranks junior to the Series D A Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding Outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all shares of each other classes class or series of Parity equity securities ranking on a parity with the Series A Preferred Stock in the distribution of assetsas to liquidation rights, then the holders of shares of the Series D A Preferred Stock and stockholders of each such classes other class or series of Parity Stock equity securities shall share ratably proportionately in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D A Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Consent Agreement (Valhi Inc /De/)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series D B Preferred Stock then outstanding are Units will be entitled to be paid out of the assets of the Corporation, Company has legally available for distribution to its stockholdersMembers, subject to the preferential rights of the holders of any Senior Units, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued accumulated and unpaid dividends distributions thereon (whether or not authorized or declared) to to, but excluding, the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) Junior Units. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D B Preferred Stock Units and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsUnits, then the holders of shares of the Series D B Preferred Stock Units and stockholders of all such classes or series of Parity Stock Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Holders of Series B Preferred Units will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D B Preferred Stock shall Units will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Company. The consolidation or merger of the Corporation Company with or into any other corporation, trust or entity or of any other corporation entity with or into the CorporationCompany, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business business, individually or in a series of related transactions, of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ellington Financial Inc.)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D H Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series H Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00 25.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not declared) to including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock capital stock of the Corporation that it may issue that ranks junior to the Series D H Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D H Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Corporation that it may issue ranking on a parity with the Series H Preferred Stock in the distribution of assets, then the holders of shares of the Series D H Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Holders of Series H Preferred Stock will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D H Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . The consolidation or merger of the Corporation Corporation, or a statutory share exchange, with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporation, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D B Preferred Stock then outstanding Units are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 equal to the Stated Value per shareunit, plus an amount equal to any accrued and unpaid dividends distributions (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of Junior Units. If the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the liquidating distributions on all outstanding shares of same ratio that the liquidation preference per Series D B Preferred Stock Unit and the corresponding amounts payable on all shares of other classes or series of such Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion Units bear to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the Corporationaffairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D B Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Corporation Partnership with or into any other corporationanother entity, trust a consolidation or merger of another entity or of any other corporation with or into the CorporationPartnership, a statutory exchange by the Partnership or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Partnership.
Appears in 1 contract
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D C Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series C Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Thousand Dollars ($25.00 25,000.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not declared) to including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock capital stock of the Corporation that it may issue that ranks junior to the Series D C Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D C Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Corporation that it has issued or may issue ranking on a parity with the Series C Preferred Stock in the distribution of assets, then the holders of shares of the Series D C Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Holders of Series C Preferred Stock will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D C Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporation, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D F Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its our stockholders, subject to the preferential rights of the holders of any classes or series of our Senior Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to to, but excluding, the date of paymentpayment date, without interest, before any distribution of assets is made to holders of Common Stock or any series Junior Stock; and the holders of Series F Preferred Stock of the Corporation that ranks junior will not be entitled to the Series D Preferred Stock as to liquidation rights.
(b) any further payment. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of our Series D F Preferred Stock and the corresponding amounts payable on all shares of our other classes or series of Parity Stock in the distribution of assetsStock, then the holders of shares of our Series D F Preferred Stock and stockholders of all other such classes or series of Parity Stock shall will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Notice of any such liquidation will be given no fewer than 30 days and no more than 60 days prior to the payment date, to each holder of record of Series F Preferred Stock at the address of such holder as it appears on our stock records. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D F Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidationassets. The consolidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation conversion or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationor a statutory share exchange, shall will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock or otherwise, is permitted under Maryland law with respect to any share of any class or series of our stock, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series F Preferred Stock will not be added to our total liabilities. The Series F Preferred Stock is not redeemable by us prior to October 15, 2026, except under circumstances where it is necessary to preserve our qualification as a REIT for U.S. federal income tax purposes (please see “— Restrictions on Transfer and Ownership” below and “Description of Common Stock — Restrictions on Ownership and Transfer” and “Description of Preferred Stock — Restrictions on Ownership; Change of Control Provisions” in the accompanying prospectus) and except as described below under “— Special Optional Redemption” upon the occurrence of a Change of Control (as defined below).
Appears in 1 contract
Samples: Equity Distribution Agreement
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series E Preferred Stock, the holders of shares of Series D E Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation, a liquidation preference of $25.00 per shareshare of Series E Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series D E Preferred Stock and the corresponding amounts payable on all shares of each other classes class or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series E Preferred Stock in the distribution of assets, then the holders of shares of Series D E Preferred Stock and stockholders of each such classes other class or series of Parity capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series E Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) . Written notice of any such distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less fewer than 30 nor and not more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series D E Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . After payment of the full amount of the liquidating distributions to which they are entitled, the holders of shares of Series E Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporationentity, or the voluntary sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of capital stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law (the “MGCL”), amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series E Preferred Stock shall not be added to the Corporation’s total liabilities.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the affairs of the CorporationCompany, the holders of shares of Series D Preferred Stock then outstanding are whether voluntary or involuntary, SAIF shall be entitled to be paid out of the assets of the Corporation, Company legally available for distribution, or the consideration received in such transaction prior to any distribution to its stockholdersthe holders of the Equity Shares or other Preference Shareholders, a liquidation preference of $25.00 per share, plus an amount per Preference Share equal to any accrued the Original Issue Price plus all declared and unpaid dividends on the Preference Shares (whether or not declaredas adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the Effective Date) to for each outstanding Preference Share. Any amounts remaining after satisfying the date requirements of payment, before any distribution the preceding sentence of assets is made to this Section 7.2(a) shall then be distributed among all of the holders of Common Stock or any series of Preferred Stock the Preference Shares and the Equity Shares (and in respect of the Corporation that ranks junior to the Series D Preferred Stock Preference Shares on an “as to liquidation rightsif converted into Equity Shares” basis).
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock The following events shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.considered liquidation under this Section:
(ci) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation Company with or into any other corporation, trust corporation or other entity or of person, or any other corporation with corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or into reorganization, own less than 50% of the Corporationvoting power of the surviving entity immediately after such consolidation, merger or reorganization; or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (each, an “Acquisition”); or
(ii) a sale, lease or conveyance other disposition of all or substantially all of the assets or business of the CorporationCompany (an “Asset Transfer”).
(c) In any of such events, if the consideration received by the Company is other than cash, its fair market value will be as determined in good faith by the Board of Directors. Any securities shall be valued as follows:
(i) Securities not be deemed subject to constitute a liquidation, dissolution investment letter or winding up of the Corporation.other similar restrictions on free marketability covered by Section 7.2(b)(ii) below:
Appears in 1 contract
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series D A Preferred Stock then outstanding are Units will be entitled to be paid out of the assets of the Corporation, Company has legally available for distribution to its stockholdersMembers, subject to the preferential rights of the holders of any Senior Units, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued accumulated and unpaid dividends distributions thereon (whether or not authorized or declared) to to, but excluding, the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) Junior Units. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock Units and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsUnits, then the holders of shares of the Series D A Preferred Stock Units and stockholders of all such classes or series of Parity Stock Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Holders of Series A Preferred Units will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D A Preferred Stock shall Units will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Company. The consolidation or merger of the Corporation Company with or into any other corporation, trust or entity or of any other corporation entity with or into the CorporationCompany, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business business, individually or in a series of related transactions, of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ellington Financial Inc.)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series D E Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Company has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series E Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00 25.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earned or declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock Shares or any other class or series of Preferred Stock capital stock of the Corporation Company that it may issue that ranks junior to the Series D E Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D E Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Company that ranks on a parity with the Series E Preferred Stock in the distribution of assets, then the holders of shares of the Series D E Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Holders of Series E Preferred Stock will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D E Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Company. The consolidation or merger of the Corporation Company with or into any other corporationCompany, trust or entity or of any other corporation entity with or into the CorporationCompany, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany.
(d) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Company or otherwise, is permitted under the Maryland General Company Law, amounts that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of the Series E Preferred Stock shall not be added to the Company’s total liabilities.
Appears in 1 contract
Samples: Merger Agreement (Benefit Street Partners Realty Trust, Inc.)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of stock of the Corporation ranking senior to the Series D Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, a liquidation preference of Twenty-Five Dollars ($25.00 25.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock stock of the Corporation that it may issue that ranks junior to the Series D Preferred Stock as to liquidation rightsthe payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and such holders of Series D Preferred Stock shall not be entitled to any further payment.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity stock of the Corporation ranking on a parity with the Series D Preferred Stock in the payment of dividends and the distribution of assetsassets upon any liquidation, dissolution or winding up of the Corporation, then the holders of shares of Series D Preferred Stock and stockholders of all other such classes or series of Parity Stock stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Notice of any such liquidation stating the payment date or dates when, and the place or places where, the amounts distributable in each circumstance shall be payable, shall be given no fewer than 30 days and no more than 60 days prior to the payment date, to each holder of record of Series D Preferred Stock at the address of such holder as it shall appear on the stock records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation. The consolidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation conversion or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporation, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Merger Agreement (Arlington Asset Investment Corp.)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D Preferred Stock then outstanding Units are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock Junior Units. If the assets of the Corporation that ranks junior Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock Units and the corresponding amounts payable liquidation preference on all shares of other classes any class or series of Parity Stock in the distribution of assetsPreferred Units, then all assets distributed to the holders of shares of the Series D Preferred Stock Units and stockholders of such classes any class or series of Parity Stock Preferred Units shall share ratably in any such distribution be distributed pro rata so that the amount of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of distributed per Series D Preferred Stock Unit and such class or series of Parity Preferred Units shall have no right in all cases bear to each other the same ratio that the liquidation preference (including any accrued but unpaid distributions) per Series D Preferred Unit and such class or claim series of Parity Preferred Units bear to any of the remaining assets of the Corporation.
(d) each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the Corporationaffairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Partnership. After payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series D Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Corporation Partnership with or into any other corporationanother entity, trust or a merger of another entity or of any other corporation with or into the CorporationPartnership, a statutory exchange by the Partnership or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Partnership.
Appears in 1 contract
Liquidation Preference. (a) Upon any the voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, holders of the Corporation, the holders of shares of Series D A Preferred Stock then outstanding are shall be entitled to be paid receive out of the assets of the Corporation, legally available for distribution to its stockholdersstockholders (after payment or provision for all of the debts and other liabilities and subject to the preferential rights of the holders of any future series of preferred stock of the Corporation ranking senior to the Series A Preferred Stock with respect to the distribution of assets upon the liquidation, dissolution or winding up (which establishment shall be subject to Section 9 below)) a liquidation preference of $25.00 per share in cash (or property having a fair market value as determined by the Board of Directors valued at $25.00 per share, ) plus an amount equal to any accrued all accumulated and unpaid dividends (whether or not declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Class C Stock, Class B Stock, Class A Stock or any other class or series of Preferred Stock capital stock of the Corporation that ranks ranking junior to the Series D A Preferred Stock as to liquidation rights.
(b) In If upon the event that, upon any such voluntary or involuntary liquidation, dissolution or winding upup of the Corporation, the available assets of the Corporation are insufficient to pay the amount make full payment to holders of the liquidating distributions on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all any other shares of other classes or series capital stock of Parity the Corporation ranking on parity with the Series A Preferred Stock in the distribution of assetsas to liquidation rights, then holders of the Series A Preferred Stock and holders of shares of such capital stock ranking on parity with the Series D A Preferred Stock and stockholders of such classes or series of Parity Stock shall as to liquidation rights will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporationup, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given to holders of the Series A Preferred Stock by first first-class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses address of such holders holder as the same shall appear it appears on the stock transfer records (or, in the case of Series A Preferred Stock held in global form, in accordance with applicable procedures of The Depository Trust Company (“DTC”)).
(d) After payment of the Corporationfull amount of the liquidating dividends to which holders of the Series A Preferred Stock are entitled on shares of Series A Preferred Stock, such holders shall not have any right or claim to any of the remaining assets with respect to such shares of Series A Preferred Stock.
(e) The consolidation or merger of the Corporation with or into any other corporationanother entity, trust or the merger of another entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets property or business of the CorporationCorporation shall, shall in each case, not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Corporation for purposes of the liquidation rights of the Series A Preferred Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany (a “Liquidation”), the holders of shares of Series D the Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Company legally available for distribution to its stockholders, stockholders an amount in cash equal to a liquidation preference of $25.00 20.00 per shareshare of Preferred Stock, plus an amount equal to any plus: (i) in the case of the Series A Preferred Stock all accrued and unpaid dividends (whether or not declared) compounding at 8.35% per annum from the Conversion Date up to and including the date of paymentpayment of such amount; (ii) in the case of the Series A-1 Cumulative Redeemable Preferred Stock, all accrued and unpaid dividends (whether or not declared) compounding at a rate of 6.5% per annum from the Series A-1 Original Issue Date through and including October 15, 2023, at a rate of 8.5% per annum up to and including the Conversion Date, and (iii) in the case of the Series A-2 Cumulative Redeemable Preferred Stock, all accrued and unpaid dividends (whether or not declared) compounding at a rate of 6.5% per annum up to and including the Conversion Date (the sum of the amounts in clauses 4(a)(i), 4(a)(ii) and 4(a)(iii) being hereinafter referred to as the “Liquidation Value”), after payment of all the Company’s indebtedness and other obligations ranking senior under Delaware law, and before any distribution of assets is distributions or payments are made to the holders of the Common Stock or and any series of Preferred Stock of the Corporation that ranks other equity securities ranking junior to the Series D Preferred Stock as to liquidation rights.
(b) Stock. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding upa Liquidation, the available assets of the Corporation Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D the Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity the Company’s capital stock ranking on a parity with the Preferred Stock in the distribution of assetsliquidation preference to which they would otherwise be respectively entitled, then the holders of shares of Series D the Preferred Stock and stockholders of all other such classes or series of Parity capital stock ranking on a parity with the Preferred Stock shall share ratably in any such 7 167664406.15 distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitledentitled upon such Liquidation if all amounts payable on or with respect to the shares of the Preferred Stock were paid in full, and the Company shall not make or agree to make any payments to the holders of any equity securities ranking junior to the Preferred Stock.
(b) In the event of a Liquidation, the Company shall, within ten (10) days after the date the Board of Directors approves such action, or no later than twenty (20) days after any stockholders' meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each record holder of Preferred Stock written notice of the proposed action by first class mail, postage paid, at the respective addresses of such holders as they appear on the stock transfer records of the Company. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the cash to be received by the holders of Preferred Stock upon consummation of the proposed action and the payment date or dates and the place or places on and at which the amounts distributable as a result thereof shall be payable. If any material change in the facts set forth in the initial notice shall occur, the Company shall promptly give written notice to each record holder of Preferred Stock of such material change.
(c) After payment to the holders of Preferred Stock of the full amount of the liquidating distributions to which they are entitledliquidation amounts provided in this Section 4, the holders of Series D Preferred Stock shall Stock, as such, will have no right or claim to any of the remaining assets of the CorporationCompany.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or Neither the sale, lease lease, transfer or conveyance of all or substantially all of the assets or business of the CorporationCompany, nor the merger or consolidation of the Company with or into any other entity or the merger or consolidation of any other entity with or into the Company nor a statutory stock exchange by the Company if then permitted by the Act, shall not be deemed to constitute be a liquidation, dissolution or winding up Liquidation for the purposes of the Corporationthis Section 4. 5.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Willis Lease Finance Corp)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of the Series D A Preferred Stock then outstanding are Units shall be entitled to be paid receive out of the assets of the Corporation, Company legally available for distribution to its stockholders, members or equity holders however denominated a liquidation preference distribution in cash in the amount of $25.00 per share, the Liquidation Preference plus an amount equal to any all distributions accrued and unpaid dividends (whether or not declared) thereon to the date of payment, plus, if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of Common Stock any class or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rightsJunior Units.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Corporation Company are insufficient to pay the amount of the liquidating Liquidation Preference plus an amount equal to all distributions accrued and unpaid on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assetsUnits, then the holders of shares of the Series D A Preferred Stock and stockholders of such classes or series of Parity Stock Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the Series D A Preferred Stock shall Units will have no right or claim to any of the remaining assets of the CorporationCompany.
(d) Written notice of any such liquidation, dissolution or winding up of the CorporationCompany, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 15 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationUnits.
(e) The Neither the consolidation or merger of the Corporation Company with or into any other corporation, limited liability company, partnership, limited partnership, trust or other entity or of any other corporation corporation, limited liability company, partnership, limited partnership, trust or other entity with or into the CorporationCompany, or nor the sale, lease or conveyance of all or substantially all of the assets property or business of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany within the meaning of this Section 3.
Appears in 1 contract
Samples: Company Agreement (American Hospitality Properties REIT, Inc.)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders General Partner, as holder of shares of the Series D A Preferred Stock Interests then outstanding are outstanding, is entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholders, equity 86 interest holders a liquidation preference of $25.00 per shareSeries A Preferred Interest, plus an amount equal to any accrued and unpaid dividends (whether or not declared) distributions to the date of payment, before any distribution of assets is made with respect to the General Partner interest, the Limited Partner interest or to the holders of Common Stock any other class or any series of Preferred Stock equity interests of the Corporation Partnership that ranks junior to the Series D A Preferred Stock Interests as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock Interests and the corresponding amounts payable on all shares of other classes or series of Parity Stock equity interests of the Partnership ranking on a parity with the Series A Preferred Interests in the distribution of assets, then the holders General Partner, as holder of shares of the Series D A Preferred Stock Interests and stockholders of all other such classes or series of Parity Stock equity interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 three nor more than 60 days prior to the payment date stated therein, to each record the General Partner, as holder of the Series D A Preferred Stock at Interests.
(d) After payment to the respective addresses of such holders as the same shall appear on the stock transfer records General Partner of the Corporationfull amount of the liquidating distributions to which it is entitled as holder of Series A Preferred Interests, the General Partner will have no right or claim to any of the remaining assets of the Partnership with respect to the Series A Preferred Interests.
(e) The consolidation or merger of the Corporation Partnership with or into any other partnership, corporation, trust or entity or of any other corporation partnership, corporation, trust or other entity with or into the Corporation, Partnership or the sale, lease or conveyance of all or substantially all of of, the assets property or business of the CorporationPartnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationPartnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Liberty Property Limited Partnership)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D T Preferred Stock then outstanding Units are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 equal to the Stated Value per shareunit, plus an amount equal to any accrued and unpaid dividends distributions (whether or not authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of Junior Units. If the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series T Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series T Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series T Preferred Units and such Parity Preferred Units shall in all cases bear to each other the liquidating distributions on all outstanding shares of same ratio that the liquidation preference per Series D T Preferred Stock Unit and the corresponding amounts payable on all shares of other classes or series of such Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion Units bear to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the Corporationaffairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D T Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series T Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Corporation Partnership with or into any other corporationanother entity, trust a consolidation or merger of another entity or of any other corporation with or into the CorporationPartnership, a statutory exchange by the Partnership or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Partnership.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series D B Preferred Stock then outstanding Units are entitled to be paid out of the assets of the Corporation, Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per shareunit (the “Base Liquidation Preference”), plus an amount equal to any accrued and but unpaid dividends distributions (whether or not authorized or declared) to thereon to, but not including, the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of Junior Units. If the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the liquidating distributions on all outstanding shares same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Notice of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock any distribution in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of connection with any such liquidation, dissolution or winding up of the Corporationaffairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D B Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Corporation Partnership with or into any other corporationanother entity, trust or a merger of another entity or of any other corporation with or into the CorporationPartnership, a statutory exchange by the Partnership or the a sale, lease lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Partnership.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Cherry Hill Mortgage Investment Corp)
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D G Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its our stockholders, subject to the preferential rights of the holders of any classes or series of Senior Stock, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to to, but excluding, the date of paymentpayment date, without interest, before any distribution of assets is made to holders of Common Stock or any series Junior Stock; and the holders of Series G Preferred Stock of the Corporation that ranks junior will not be entitled to the Series D Preferred Stock as to liquidation rights.
(b) any further payment. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of our Series D G Preferred Stock and the corresponding amounts payable on all shares of our other classes or series of Parity Stock in the distribution of assetsStock, then the holders of shares of our Series D G Preferred Stock and stockholders of such classes or series of all other Parity Stock shall will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Notice of any such liquidation will be given no fewer than 30 days and no more than 60 days prior to the payment date, to each holder of record of Series G Preferred Stock at the address of such holder as it appears on our stock records. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D G Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidationassets. The consolidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation conversion or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationor a statutory share exchange, shall will not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the Corporationspecial optional redemption and contingent conversion rights described below). In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock or otherwise, is permitted under Maryland law with respect to any share of any class or series of our stock, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series G Preferred Stock will not be added to our total liabilities.
Appears in 1 contract
Samples: Equity Distribution Agreement
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the CorporationCompany ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series I Preferred Stock, the holders of shares of Series D I Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Company legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $25.00 18.25 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to up to, but excluding, the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series D I Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Company ranking, as to liquidation rights, on parity with the Series I Preferred Stock in the distribution of assets, then the holders of shares of the Series D I Preferred Stock and stockholders the holders of shares of each such classes other class or series of Parity shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series I Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) . Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less fewer than 30 nor days or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series D I Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The Company. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series I Preferred Stock will have no right or claim to any of the remaining assets of the Company. For purposes of liquidation rights, the consolidation or merger of the Corporation Company with or into any other corporationCompany, trust or entity or of any other corporation with or into the Corporationentity, or the voluntary sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Series I Preferred Stock Exchange Agreement (Brookfield Asset Management Inc.)
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D A Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its stockholdersour shareholders, subject to the preferential rights of the holders of any class or series of our capital stock we may issue ranking senior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not declared) to including, the date of payment, before any distribution of assets is made to holders of Common Stock our common stock or any other class or series of Preferred Stock of the Corporation our capital stock we may issue that ranks junior to the Series D A Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity our capital stock that we may issue ranking on a parity with the Series A Preferred Stock in the distribution of assets, then the holders of shares of the Series D A Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Holders of Series A Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D A Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) assets. The consolidation or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationbusiness, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationus.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holder or holders of outstanding shares of Series D B Preferred Stock then outstanding are shall be entitled to be paid receive out of the assets of the Corporation, legally Corporation available for distribution to its stockholders, a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to the date of paymentshareholders, before any distribution of assets is shall be made to the holders of Common Stock or any series shares of Preferred Stock of the Corporation that ranks junior Junior Stock, an amount equal to the Series D Preferred Stock as to liquidation rights.
One Hundred Dollars (b$100.00) In the event thatper share. If, upon any such voluntary or involuntary liquidation, dissolution or winding upup of the Corporation, the available assets amounts payable with respect to the Series B Preferred and any Parity Stock are not paid in full, the holder or holders of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets of the Corporation in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions respective preferential amounts to which they are entitled. After payment to the holder or holders of the Series B Preferred of the full preferential amount provided for in this Section 7 and after the payment of any other preferential amounts to the holder or holders of other equity securities of the Corporation, the holder or holders of the Series B Preferred shall be entitled to share in distributions of any remaining assets with the holders of Series D Preferred Stock shall have no right Common Stock, pro-rata on an as-if-converted basis, to the extent of $44.30 per share plus accumulated and unpaid dividends, without interest, to and excluding the date fixed for such distribution of assets. Written notice of any liquidation, dissolution or claim to any winding up of the remaining Corporation shall be given to the holder or holders of Series B Preferred not less than twenty (20) days prior to the payment date. Neither the voluntary sale, conveyance exchange or transfer (for cash, securities or other consideration) of all or any part of the property or assets of the Corporation.
(d) Written notice , nor the consolidation or merger or other business combination of the Corporation with or into any such other corporation or corporations, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date unless such voluntary sale, conveyance, exchange or dates when, and the place or places where, the amounts distributable in such circumstances transfer shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder in connection with a plan of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationTrust, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of Capital Stock of the Trust ranking, as to liquidation rights, junior to the Series C Preferred Shares, the holders of shares of Series D C Preferred Shares (and of the Excess Stock then outstanding are converted from Series C Preferred Shares, if any) shall be entitled to be paid out of the assets of the Corporation, Trust legally available for distribution to its stockholders, stockholders a liquidation preference of $25.00 50.00 per share, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not declared) to the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) ). In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up, the available assets of the Corporation Trust are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D C Preferred Shares (and the Excess Stock converted from Series C Preferred Shares, if any) and the corresponding amounts payable on all shares of other classes or series of Parity Capital Stock of the Trust ranking, as to liquidation rights, on a parity with the Series C Preferred Shares, including without limitation the Series B Preferred Shares, in the distribution of assets, then the holders of shares of the Series D C Preferred Shares (and the Excess Stock converted from Series C Preferred Shares, if any) and stockholders of each such classes other class or series of Parity shares of Capital Stock ranking, as to liquidation rights, on a parity with the Series C Preferred Shares, including without limitation the Series B Preferred Shares, shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) . Written notice of any such liquidation, dissolution or winding up of the CorporationTrust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of shares of Series C Preferred Shares (and the Excess Stock converted from Series D C Preferred Stock Shares, if any) at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
Trust. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Shares (eand the Excess Stock converted from Series C Preferred Shares, if any) will have no right or claim to any of the remaining assets of the Trust. The consolidation or merger of the Corporation Trust with or into any other corporationtrust, trust corporation or entity or of any other corporation with or into the Corporationentity, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the CorporationTrust, shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the Corporationaffairs of the Trust.
Appears in 1 contract
Samples: Merger Agreement (Newkirk Master Lp)
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D A Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its stockholdersour shareholders, subject to the preferential rights of the holders of any class or series of our capital stock we may issue ranking senior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not declared) to including, the date of payment, before any distribution of assets is made to holders of Common Stock our common stock or any other class or series of Preferred Stock of the Corporation our capital stock we may issue that ranks junior to the Series D A Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity our capital stock that we may issue ranking on a parity with the Series A Preferred Stock in the distribution of assets, then the holders of shares of the Series D A Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Holders of Series A Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D A Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) assets. The consolidation or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationbusiness, shall not be deemed to constitute a liquidation, dissolution or winding up of us (although such events may give rise to the Corporationspecial optional redemption to the extent described below).
Appears in 1 contract
Samples: Asset Purchase Agreement (True Nature Holding, Inc.)
Liquidation Preference. (a1) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCorporation (each, a “Liquidation”), the holders of shares of Series D Preferred Stock then outstanding are Holders shall be entitled to be paid out of the assets of the Corporation, Corporation legally available for distribution to its stockholders, shareholders a liquidation preference of $25.00 1,000 per shareshare of Series B Preferred Stock, plus an amount equal to any accrued and or accumulated, but unpaid dividends through and including the date of payment to the Holders (whether or not declared) to such dividends have been declared by the date Board of paymentDirectors or a duly authorized committee thereof), before any distribution of assets is or payment shall be made to holders of shares of Common Stock or any other class or series of Preferred Stock capital stock of the Corporation that ranks ranking junior to the Series D B Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding upLiquidation, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in Securities having the distribution of assetssame liquidation preference, then the holders of shares of Series D Preferred Stock Holders and stockholders of all other such classes or series of Parity Stock Securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled, and the Holders will not be entitled to any further participation in any distribution of assets by the Corporation.
(c2) Written notice of any Liquidation, stating the payment date or dates and the place or places on and at which the amounts distributable as a result thereof shall be payable, shall be given by first class mail, postage paid, not less than 30 nor more than 60 days prior to the first payment date stated therein, to each Holder of shares of Series B Preferred Stock at the respective addresses of such Holders as they appear on the Corporation’s stock transfer records.
(3) After payment to the Holders of the full amount of the liquidating distributions to which they are entitledliquidation amounts provided in this Section 2.5(e), the holders of Series D Preferred Stock shall Holders, as such, will have no right or claim to any of the remaining assets of the Corporation.
(d4) Written notice For purposes of any such liquidationthis Section 2.5(e), dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) The ’s consolidation or merger of the Corporation with or into any other corporationcorporation or corporations, trust the sale or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance pledge of all or substantially all of the assets Corporation’s or business its subsidiaries’ assets, or the sale of a controlling interest of the Corporation, shall ’s capital stock is not be deemed to constitute a liquidation, dissolution or winding up of the CorporationLiquidation.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series A Preferred Stock, the holders of shares of Series D A Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, Company legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $25.00 10.00 per shareshare of Series A Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment, before any distribution of assets is made to holders of Common Stock or any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that. If, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation Company are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series D A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of any Parity Stock in the distribution of assetsStock, then the holders of shares of Series D A Preferred Stock and stockholders of each such classes other class or series of Parity shares of capital stock of the Company ranking, as to the distribution of the Company’s assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, on parity with the Series A Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(db) Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the CorporationCompany, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaidpre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series D A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) Company. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Corporation Company with or into any other corporation, trust or entity or of any other corporation with or into the Corporationentity, or the voluntary sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the CorporationCompany, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationaffairs of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Air Industries Group)
Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series D E Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation ranking senior to the Series E Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00 25.00) per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earned or declared) to to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of Preferred Stock capital stock of the Corporation that it may issue that ranks junior to the Series D E Preferred Stock as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D E Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity capital stock of the Corporation that ranks on a parity with the Series E Preferred Stock in the distribution of assets, then the holders of shares of the Series D E Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) Holders of Series E Preferred Stock will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D E Preferred Stock shall will have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) . The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporation, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
(d) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of the Series E Preferred Stock shall not be added to the Corporation’s total liabilities.
Appears in 1 contract
Liquidation Preference. (a) Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series D B Preferred Stock then outstanding are will be entitled to be paid out of the assets of the Corporation, we have legally available for distribution to its stockholdersour shareholders, subject to the preferential rights of the holders of any class or series of our capital stock we may issue ranking senior to the Series B Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not declared) to including, the date of payment, before any distribution of assets is made to holders of Common Stock our common stock or any other class or series of Preferred Stock of the Corporation our capital stock we may issue that ranks junior to the Series D B Preferred Stock as to liquidation rights.
(b) . In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the our available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D B Preferred Stock and the corresponding amounts payable on Series A Preferred Stock and on all shares of other classes or series of Parity our capital stock that we may issue ranking on a parity with the Series B Preferred Stock in the distribution of assets, then the holders of shares of the Series D B Preferred Stock and stockholders of all other such classes or series of Parity Stock capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) . Holders of Series B Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D B Preferred Stock shall will have no right or claim to any of the our remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.
(e) assets. The consolidation or merger of the Corporation us with or into any other corporation, trust or entity or of any other corporation entity with or into the Corporationus, or the sale, lease lease, transfer or conveyance of all or substantially all of the assets our property or business of the Corporationbusiness, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporationus.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders Holders of all shares of Series D A Preferred Stock then outstanding are shall be entitled to be paid out of the assets of the Corporation, legally Corporation available for distribution to its stockholders, a liquidation preference of stockholders an amount in cash equal to $25.00 10.00 per share, plus an amount equal to any accrued and unpaid full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of paymentfinal distribution (the "Liquidation Preference") and no more, before any distribution of assets is made to holders of Common Stock or on any series of Preferred Stock of the Corporation that ranks junior to the Series D Preferred Stock as to liquidation rights.
(b) In the event that, A Junior Securities. If upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of Parity Stock in the distribution of assets, then the holders of shares of Series D Preferred Stock and stockholders of such classes or series of Parity Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
(c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.
(d) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the application of all amounts available for payments with respect to Series A Preferred Stock and all other Series A Parity Securities would not result in payment date or dates when, in full of Series A Preferred Stock and the place or places wheresuch other Series A Parity Securities, the amounts distributable Holders and holders of Series A Parity Securities shall share equally and ratably in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior any distribution of assets of the Corporation in proportion to the full liquidation preference to which each is entitled. After payment date stated thereinin full pursuant to this paragraph A(4)(a), the Holders shall not be entitled to each record holder any further participation in any distribution in the event of liquidation, dissolution or winding up of the Series D Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records affairs of the Corporation.
(eb) The consolidation or merger For the purposes of this paragraph A(4), neither the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the voluntary sale, lease conveyance, exchange or conveyance transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets or business of the CorporationCorporation nor the consolidation, merger or other business combination of the Corporation with one or more corporations (whether or not the Corporation is the surviving corporation) shall not be deemed to constitute be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
