Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall be governed by Section 7.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Emerald Oil, Inc.), Securities Purchase Agreement (PostRock Energy Corp), Securities Purchase Agreement (PostRock Energy Corp)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A Holders receive cash, securities or other property for their sharesshares of Series D Preferred Stock, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, affairs of the Corporation but instead shall be governed by constitute a Reorganization Event pursuant to Section 711(e).
Appears in 3 contracts
Samples: Sixth Purchase Agreement (Comstock Mining Inc.), Sixth Purchase Agreement (Comstock Mining Inc.), Second Purchase Agreement (Comstock Mining Inc.)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A [B] Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the affairs of the Corporation, but shall be governed by Section 7.
Appears in 2 contracts
Samples: Pledge Agreement (American International Group Inc), Pledge Agreement (Metlife Inc)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entityPerson, including a merger or consolidation in which the holders of Series A B-2 11.5% Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall instead be governed by subject to the provisions of Section 710.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Babcock & Wilcox Co), Securities Purchase Agreement (Usec Inc)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A [C] Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the affairs of the Corporation, but shall be governed by Section 7.
Appears in 2 contracts
Samples: Pledge Agreement (Metlife Inc), Pledge Agreement (American International Group Inc)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entityPerson, including a merger or consolidation in which the holders of Series A B-1 12.75% Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall instead be governed by subject to the provisions of Section 710.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Babcock & Wilcox Co), Securities Purchase Agreement (Usec Inc)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A B Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation, but instead shall be governed by subject to the provisions of Section 7.
Appears in 2 contracts
Samples: Loan and Security Agreement (Image Entertainment Inc), Securities Purchase Agreement (Image Entertainment Inc)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A Holders receive cash, securities or other property for their sharesshares of Series A Preferred Stock, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, affairs of the Corporation but instead shall be governed by constitute a Reorganization Event pursuant to Section 711(e).
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 56, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall be governed by Section 7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Broadway Financial Corp \De\)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A C Preferred receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall be governed by Section 7.
Appears in 1 contract
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series A Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall be governed by Section 7.
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