Liquidation Terms Sample Clauses

Liquidation Terms. (i) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Company, each Class B Preferred Securityholder shall, subject to the limitations described herein, be entitled to receive the Class B Liquidation Preference Amount of U.S.$25 per Class B Preferred Security, plus, in each case, accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of liquidation, and Arrears of Payments and Additional Amounts, if any. Such entitlement shall arise following the liquidation distribution of the Obligations to the Class A Preferred Securityholders and before any distribution of assets is made to Common Securityholders. (ii) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Trust not involving redemption of the Class B Preferred Securities or the liquidation of the Company, the Holders of the Trust Preferred Securities shall be entitled to receive Class B Preferred Securities with a corresponding Class B Liquidation Preference Amount.
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Liquidation Terms. (i) In the event of (A) any voluntary or involuntary dissolution, liquidation or winding up of the Company occurring without a simultaneous liquidation of the Bank or (B) a dissolution, liquidation or winding-up of the Company occurring pursuant to Section 15.2(c) but outside a Shift Period: (A) the Series A Preferred Securityholders shall be entitled to receive out of assets of the Company available for distribution to Securityholders, before any distribution of assets is made to holders of Common Securities or any other class of securities ranking junior to the Series A Preferred Securities upon liquidation, liquidating distributions in an amount equal to the liquidation preference per security, plus unpaid dividends thereon with respect to the then-current Series A Dividend Period to the date of liquidation and any declared and unpaid dividends in respect of prior Series A Dividend Periods (without interest) but without accumulation of any undeclared and unpaid dividends for any prior Series A Dividend Period ("Liquidation Distribution"). (B) After payment of the full amount of the Liquidation Distribution to which they are entitled, the Series A Preferred Securityholders shall have no right or claim to any of the remaining assets of the Company. In the event that, upon any such voluntary or involuntary dissolution, liquidation or winding up, the available assets of the Company are insufficient to pay the amount of the Liquidation Distribution on all outstanding Series A Preferred Securities and the corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking on a parity with the Series A Preferred Securities as to the distribution of assets upon any dissolution, liquidation or winding up of the affairs of the Company, then the holders of the Series A Preferred Securities and such other classes or series of capital 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. For such purposes, the consolidation or merger of the Company with or into any other entity, the consolidation or merger of any other entity with or into the Company or the sale of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company. (ii) In the event of any dissolution, liquidation or winding up of the Company occurr...
Sample 1
Liquidation Terms. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Preferred Securityholders at the time outstanding shall, subject to the limitations described herein, be entitled to receive the liquidation preference of $25.00 per Preferred Security, plus, in each case, accumulated and unpaid dividends for the then current Dividend Period to the date of the final distribution of assets of the Company, in respect of each Preferred Security held out of the assets of the Company available for distribution to Securityholders. Such entitlement shall arise following the liquidation distribution of Intercompany Securities to the Common Securityholders. In addition, the Guarantee Independent Director shall enforce the Contingent Guarantee on behalf of the Company solely for the benefit of the Preferred Securityholders.
Sample 1
Liquidation Terms. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the [Class B] Preferred Securityholders at the time outstanding shall, subject to the limitations described herein, be entitled to receive the liquidation preference of $[__] per [Class B] Preferred Security, plus, in each case, accumulated and unpaid dividends for the then current [Class B] Dividend Period to the date of the final distribution of assets of the Company, in respect of each [Class B] Preferred Security held out of the assets of the Company available for distribution to Securityholders. Such entitlement shall arise following the liquidation distribution of Intercompany Securities to the [Class A] Preferred Securityholders, and before any distribution of assets is made to Common Securityholders. In addition, the Guarantee Independent Director shall enforce the Contingent Guarantee on behalf of the Company solely for the benefit of the [Class B] Preferred Securityholders and, solely with respect to the Contingent Distribution, the [Class B] Preferred Securities shall rank senior to the [Class A] Preferred Securities.
Sample 1

Related to Liquidation Terms

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

  • Liquidation Events (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

  • Liquidation Expenses Expenses that are incurred by the Master Servicer or a Servicer in connection with the liquidation of any defaulted Mortgage Loan and that are not recoverable under the applicable Primary Mortgage Insurance Policy, if any, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16 or 9.22.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Termination and Liquidation Section 9.01.

  • Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

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