MAS Stock Liquidations Sample Clauses

MAS Stock Liquidations. From time to time, when any sums are due and payable under the Credit Documents, including upon receipt of a Trigger Notice, the Trustee shall promptly take action to liquidate the amount of MAS Stock held in the Trust Estate required in order to generate the Required Amount of Cash. Such action may include the sale of some or all of the MAS Stock held in the Trust Estate in private transactions or on a national stock exchange or quotation system, utilizing the registration rights available pursuant to the Registration Rights Agreement where necessary. In effecting such sale(s) of MAS Stock, the Trustee will request that IBM Credit release a sufficient number of shares of MAS Stock to facilitate such sale and will endeavor not to sell shares of MAS Stock in a manner which would disrupt an orderly market or is reasonably likely to have an adverse impact on the market price of MAS Stock and will use commercially reasonable efforts to maximize the per share value realized for such MAS Stock. From the proceeds of such MAS Stock liquidations and all other cash then held in the Trust Estate, the Trustee shall (i) pay the fees and expenses incurred by it in accomplishing such liquidations, and (ii) distribute to IBM Credit the amounts due and payable under the Credit Documents. Any excess proceeds shall remain in the Trust Estate.
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MAS Stock Liquidations. From time to time, when any ---------------------- sums are due and payable under the Credit Documents, upon receipt of a Trigger Notice and a confirmatory instruction from the Independent Agent, the Trustee shall promptly take action to liquidate the amount of MAS Stock held in the Trust Estate required in order to generate the Required Amount of Cash. Such action may include the sale of some or all of the MAS Stock held in the Trust Estate in private transactions or on a national stock exchange or quotation system, utilizing the registration rights available pursuant to the Registration Rights Agreement where necessary. In effecting such sale(s) of MAS Stock, the Trustee is authorized as pledgeholder under the Pledge Agreement to release a sufficient number of shares of MAS Stock to facilitate such sale and will endeavor not to sell shares of MAS Stock in a manner which would disrupt an orderly market or is reasonably likely to have an adverse impact on the market price of MAS Stock and will use commercially reasonable efforts to maximize the per share value realized for such MAS Stock. From the proceeds of such MAS Stock liquidations and all other cash then held in the Trust Estate, the Trustee shall (i) pay the fees and expenses incurred by it in accomplishing such liquidations, and (ii) distribute to the Purchasers, pro-rata in accordance with the original principal amounts of their respective Debentures (except if one of the Debentures shall not then be outstanding, pro-rata to the remaining Purchasers) as set forth in the Securities Purchase Agreement (or in a certificate executed by all Purchasers and delivered to the Trustee for such purpose, in which case the distribution provisions of the latest dated such certificate shall control) the amounts due and payable under the Credit Documents. Any excess proceeds shall remain in the Trust Estate. The Trustee may rely, without investigation, on each Purchaser's written instructions to it as to the place and method of delivery to such Purchaser of any such funds.
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Related to MAS Stock Liquidations

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Cash Liquidation 7 Certificate...................................................................7

  • Treatment of Stock Dividends, Stock Splits, etc In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • 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.

  • Stock Splits, Combinations and Dividends If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

  • Stock Splits, Stock Dividends, etc In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

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