Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness. (c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 3 contracts
Samples: Subordinated Debt Indenture (Royal Ahold), Subordinated Debt Indenture (Ahold Finance Usa Inc), Subordinated Debt Indenture (Royal Ahold)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to which receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or interest on the Trustee notes or on behalf account of the Holders would be entitled, except for purchase or other acquisition of the provisions of this Article Twelve, shall be made Notes by the Issuer or by any Custodian of its subsidiaries. In the event that notwithstanding the foregoing, the Trustee or other similar officer the Holder of any Note receives any payment or distribution of the Issuer Issuer’s assets of any kind or other similar person making character (excluding shares of Issuer’s common stock or securities provided for in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such payment or distribution, distribution will be required to be paid over or by the Holders or the Trustee if received by them or it, directly delivered forthwith to the holders trustee in bankruptcy or other Person making payment or distribution of Issuer our assets for application to the payment of all Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their RepresentativesDebt remaining unpaid, to the extent necessary to pay all such Issuer the Senior Indebtedness Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) To the extent any payment of Senior Debt of the Issuer (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt of the Issuer is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (aSection 15.3(a) above and before all obligations in respect of Senior Debt of the Issuer Senior Indebtedness is are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution (pro rata to such holders on the basis of assets the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt of the Issuer may have been issued, as their respective interests appear, for application to the payment of all Senior Debt of the Issuer Senior Indebtedness remaining unpaid until all such Senior Debt of the Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt of the Issuer.
(cd) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity Person upon the terms and conditions provided in Article Eight VII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.2 15.3 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article EightVII hereof.
Appears in 3 contracts
Samples: First Supplemental Indenture (Lions Gate Entertainment Corp /Cn/), Supplemental Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due upon all Senior Debt shall first be paid in full in cash or in bankruptcyCash Equivalents, insolvencyor such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerproceeding, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on behalf of the Holders under this Indenture would be entitled, except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Issuer Obligations on Senior Indebtedness Debt then due have been paid in full, full in cash or cash equivalents Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective Representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt then due remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided forCash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property and assets assets, to another entity corporation upon the terms and conditions provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article EightFive hereof.
Appears in 3 contracts
Samples: Indenture (Management Solutins Inc/), Indenture (Tokheim Corp), Indenture (Management Solutins Inc/)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness Debt shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalentspayment duly provided for, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer is made on account of the principal of or premium, if any, or interest, if any, interest on the SecuritiesNotes, or any payment to acquire any acquisition of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be is made by, or on behalf of, the Issuer on any other than conversion of the Securities upon Notes into Common Shares in accordance with Section 7.1 hereof. Upon any dissolution and such dissolution, winding-up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders Notes would be entitled, except for the provisions hereof, other than conversion of this Article Twelvethe Notes into Common Shares in accordance with Section 7.1 hereof, shall be made paid by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or of the Trustee Notes if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrespective representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In Notwithstanding the foregoing, in the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, that any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, other than conversion of the Notes into Common Shares in accordance with Section 7.1 hereof, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 5.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation For purposes of Section 5 of this Note, the Issuer withwords "CASH, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight PROPERTY OR SECURITIES" shall not be deemed to include (x) shares of stock of the Issuer as reorganized or readjusted, (y) any payment or distribution of securities of the Issuer or any other Issuer authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes to the Senior Debt, and made by a liquidation court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (z) securities of the Issuer or any other Issuer provided for by a plan of reorganization or readjustment which are subordinated, to at least the purposes same extent as the Notes, to the payment of all Senior Debt then outstanding; PROVIDED that (i) if a new Issuer results from such reorganization or readjustment, such Issuer assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. Notwithstanding anything to the contrary in this Section 5, (i) a court referred to in clause (x) above may give effect, and state that it is giving effect to the subordination of the Notes in an order or decree which authorizes the payment in full of Senior Debt in assets other than cash or cash equivalents and (ii) any assets which the holders of the Notes are permitted to receive in accordance with the provisions of this Section 12.2 if such other entity shall, as a part 5 shall not be subject to any claim by or on behalf of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eightholders of Senior Debt.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Frontstep Inc), Subordinated Convertible Note (Frontstep Inc), Subordinated Convertible Note (Frontstep Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership any such event:
(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or similar proceeding relating Cash Equivalents or in any other form as acceptable to the Issuerholders of Senior Indebtedness of all amounts due on or in respect of all Senior Indebtedness, all principalbefore the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee interest on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property series or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, other Indenture Obligations; and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security of any series shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf in respect of the Holders would be entitledprincipal, except for the provisions of this Article Twelvepremium, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distributionif any, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders and interest on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Securities of any kind or character, whether in cash, property or securities, shall be received by the Trustee series or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other Indenture Obligations before all Issuer Senior Indebtedness is paid in full, then and in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and (excluding Permitted Junior Securities) shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents or payment thereof provided forin any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition disposal of all or substantially all of its property and the Company's properties or assets to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other entity disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other dispositiondisposal, comply with the conditions stated set forth in Article Eight.
Appears in 3 contracts
Samples: Subordinated Indenture (Sinclair Television Co Ii Inc), Subordinated Indenture (WSTR Inc), Subordinated Indenture (Capital Automotive Reit)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event:
(1) the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull in cash or Cash Equivalents of all amounts due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf holders of the Holders shall be any Subordinated Indebtedness are entitled to receive any payment by or distribution of any kind or character (other than any payment or distribution in the Issuer on account form of principal equity securities or subordinated securities of or premium, if any, or interest, if any, on the Securities, Company or any payment to acquire any of the Securities for cash, property or securities, or any distribution successor obligor with respect to the Securities Senior Indebtedness provided for by a plan of reorganization or readjustment that, in the case of any cashsuch subordinated securities, property or securities. Before any are subordinated in right of payment to all Senior Indebtedness that may at the time be made byoutstanding to substantially the same extent as, or on behalf ofto a greater extent than, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary Subordinated Indebtedness is so subordinated as provided in this Article (such equity securities or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, subordinated securities hereinafter being "Permitted Junior Securities")); and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior Securities), by set-off or otherwise, to which the holders of the Issuer Subordinated Indebtedness or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or any holder of any Subordinated Indebtedness shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Subordinated Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, full or payment thereof provided forfor in cash or Cash Equivalents, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution (other than a payment or distribution in the form of Permitted Junior Securities) shall be received and held in trust for the benefit of, of the holders of Senior Indebtedness and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided forCash Equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, transfer or lease or other disposition of all or substantially all of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight the Subordinated Indenture shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the purposes benefit of creditors or marshalling of assets and liabilities of the Company for the purpose of this Section 12.2 Article if the Person formed by such other entity consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease transfer or other dispositionlease, comply with the conditions stated set forth in Article Eightthe Subordinated Indenture under which the Securities are issued.
Appears in 2 contracts
Samples: Credit Agreement (Mascotech Inc), Credit Agreement (Masco Corp /De/)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Obligor, of any kind or character, whether in cash, property or securities, upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuerany Obligor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganizationreceivership, receivership liquidation or similar proceeding relating to the Issuerother proceeding, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness Debt (including interest accruing subsequent to the commencement or filing of any petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full, or provision shall be made for such payment, in cash or cash equivalentscash, before the Holders or the Trustee on behalf of the Holders Subordinated Creditor shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the SecuritiesSubordinated Debt, or any payment to acquire the Subordinate Debt or any of the Securities Note for cash, property or securities, securities or any distribution with respect to the Securities Subordinated Debt or any Note of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any in respect of the Securities Subordinated Debt, upon any dissolution and such dissolution, winding-up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer any Obligor of any kind or character, whether in cash, property or securities, to which Subordinated Creditor the Holders or the Trustee on behalf holder of the Holders any Note would be entitled, except for the provisions of this Article TwelveSubordination Agreement, shall be made by the Issuer such Obligor or by any Custodian receiver, liquidator, administrator, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders Subordinated Creditor or the Trustee holder of a Note if received by them or it, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrespective representatives, including the Agent, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt indefeasibly in full, in cash or cash equivalents cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer an Obligor of any kind or character, whether in cash, property or securities, shall be received by the Trustee Subordinated Creditor or any Holder holder of any Note at a time when such payment or distribution is prohibited by Clause (aSection 4(a) above of this Subordination Agreement and before all Issuer obligations in respect of Senior Indebtedness is Debt are indefeasibly paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the sole benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment or distribution of assets of their respective representatives, including the Issuer Agent, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been indefeasibly paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 2 contracts
Samples: Subordination Agreement (Renova Media Enterprises Ltd.), Amendment Agreement No. 5 to Facility Agreement (Moscow Cablecom Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership any such event:
(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or similar proceeding relating Cash Equivalents or in any other form as acceptable to the Issuerholders of Senior Indebtedness, of all principalamounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, interest on the Securities, Securities or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, other Indenture Obligations; and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf in respect of the Holders would be entitledprincipal, except for the provisions of this Article Twelvepremium, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distributionif any, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders and interest on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee Securities or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other Indenture Obligations before all Issuer Senior Indebtedness is paid in full, then and in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and (excluding Permitted Junior Securities) shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents or payment thereof provided forin any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition disposal of all or substantially all of its property and the Company’s properties or assets to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other entity disposal of all or substantially all of the Company’s properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other dispositiondisposal, comply with the conditions stated set forth in Article Eight.
Appears in 2 contracts
Samples: Indenture (Sinclair Broadcast Group Inc), Indenture (Sinclair Broadcast Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, upon any dissolution and or winding-up or liquidation or reorganization of the Issuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or other similar proceeding relating to proceedings, an assignment for the benefit of creditors or any marshaling of the Issuer’s assets, all principal, premium, if any, and interest, if any, due upon all the holders of Senior Debt of the Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, entitled to receive payment in full in cash or cash equivalents, of all Obligations due in respect of such Senior Debt before the Holders or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account of the principal of or premium, if any, or interest, if any, interest on the Securities, or any payment by the Issuer to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (except that the Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, the Issuer of the principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 10.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is Debt are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution of assets (pro rata to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt; provided that the Trustee shall be entitled to receive from the holders of such Senior Debt written notice of the amounts owing on such Senior Debt. The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity Person upon the terms and conditions provided in Article Eight 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight5.
Appears in 2 contracts
Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding-up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment, payment in cash money or cash equivalentsmoney's worth, before the Holders or the Trustee on behalf of the Holders shall be are entitled to receive any payment by the Issuer on account of principal of Principal or premiumrepurchase price, if any, of or interest, if any, interest on the SecuritiesNotes, or any payment and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to which the Holders or the Trustee on behalf of the Holders would be entitledNotes in any such case, except for the provisions of this Article Twelveproceeding, shall be made by the Issuer or by any Custodian liquidation, dissolution or other similar officer of the Issuer winding up or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) event. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section 11.2, the Trustee or distribution, any Holder shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, full or payment thereof provided for, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, by such recipient and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application in the form received to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight 5 shall not be deemed a liquidation dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 11.2 if the Person formed by such other entity consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight5.
Appears in 2 contracts
Samples: Indenture (Hybridon Inc), Purchase Agreement (Kapson Senior Quarters Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any dissolution and liquidation insolvency or bankruptcy case or proceeding or other similar case or proceeding under any Federal or state bankruptcy or similar law, or any receivership, liquidation, arrangement, relief, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, or (b) any liquidation, dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding up of the IssuerCompany or its debts, whether voluntary or involuntaryinvoluntary and whether or not involving any insolvency or bankruptcy or any case or proceeding of any kind, or in bankruptcy(c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if anythen, and interestin each such event, if any, due upon all Issuer the holders of Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer in full of all amounts due or to become due on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcyrespect of all Senior Indebtedness, insolvencybefore the Company may make, reorganization, receivership and before any Holder of Securities is entitled to receive or similar proceeding relating to the Issuerretain, any payment or distribution of assets any kind or securities character (whether in cash, property or securities) on account of Securities, and to that end the Holders of Securities agree to promptly pay over, or cause to be paid over, to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the Issuer respective amounts of such Senior Indebtedness held by such holder) any payment or distribution of any kind or character, whether in cash, property or securities, to which received from the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, Company to the extent necessary to pay all or prepay in full the Senior Indebtedness. Each Holder of Securities shall duly and promptly take such Issuer Senior Indebtedness action as is reasonably necessary to file appropriate claims or proofs of claims in fullany such proceedings referred to in this Section 9.02 and to execute and deliver such other instruments and take such other actions as may be reasonably necessary to prove or realize upon such claims and to have the proceeds of such claims paid as provided in this Section 9.02, and, in cash the event any Holder of Securities shall not have made any such filing on or cash equivalents after giving effect prior to the date 30 days before the expiration of the time for such filing or shall not have timely executed or delivered any concurrent paymentsuch other instruments and taken such other actions, distribution or provision therefor to or for the holders of such Issuer not less than 25% of any series of Senior Indebtedness.
, acting through a trustee, agent or otherwise, are hereby irrevocably authorized and empowered (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact but shall have been made known to such Holder or Trusteeno obligation) to, as the case may be, agent and attorney-in-fact for such payment or distribution shall be received and held in trust holder for the benefit ofspecific and limited purpose set forth in this paragraph, file such proof of claim for or on behalf of such holder, execute and shall be paid over deliver such other instrument for or delivered toon behalf of such holder and take such other action necessary under applicable law to collect any amounts due in respect of such claim in such proceeding. Anything contained in this paragraph notwithstanding, the right to vote any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer claim or claims in respect of the Issuer or other person making payment or distribution of assets of the Issuer for application any Securities in connection with any proceedings referred to in this Section 9.02 is exclusively reserved to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders holder of such Issuer Senior IndebtednessSecurities.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 2 contracts
Samples: Indenture (MFN Financial Corp), Indenture (Mercury Finance Co)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganizationmoratorium, receivership or similar proceeding relating to the Issuerreceivership, suspension of payments, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of payment of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganizationmoratorium of payments, receivership or similar proceeding relating to the Issuerreceivership, suspension of payments, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article TwelveEleven, shall be made by the Issuer or by any Custodian or administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity corporation or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity corporation upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 11.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 2 contracts
Samples: Subordinated Debt Indenture (Stolt Offshore S A), Subordinated Debt Indenture (Stolt Offshore S A)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution and or winding-up or liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Guarantor Senior Indebtedness of such Guarantor shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, full before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or premium, if any, or interest, if any, interest on the SecuritiesSecurities pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer such Guarantor Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Guarantor Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of such Guarantor Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Guarantor Senior Indebtedness remaining unpaid until all such Issuer Guarantor Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(c) . The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 2 contracts
Samples: Indenture (Tci Satellite Entertainment Inc), Indenture (Tci Satellite Entertainment Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon In the event of (x) any dissolution and liquidation of the Issuerinsolvency, whether voluntary or involuntary, or in bankruptcy, insolvencyreceivership, liquidation, reorganization, receivership readjustment, composition or other similar proceeding relating relative to the IssuerCompany or its creditors or its property, (y) any proceeding for voluntary liquidation, dissolution or other winding up of the Company whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or any marshaling of the assets of the Company, then and in any such event,
(1) all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness (including interest accruing on such Senior Indebtedness after the date of filing a petition or other action commencing any such proceeding) shall first be paid in full, or have provision shall be made for such payment, payment in cash or cash equivalentsfull to the reasonable satisfaction of the holder of any Senior Indebtedness, before the Holders or the Trustee on behalf holder of the Holders this Note shall be entitled to receive any payment by the Issuer on account of the principal of or premium, if any, or interest, if any, interest on the Securitiesindebtedness evidenced by this Note, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, and
(2) any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, provided the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in this Article VII with respect to this Note, to the payment of all Senior Indebtedness at the time outstanding and to the payment of all securities issued in exchange therefor to the holders of Senior Indebtedness at the time outstanding), to which the Holders or the Trustee on behalf holder of the Holders this Note would be entitled, entitled except for the provisions of this Article TwelveVII, shall be made paid by the Issuer liquidating trustee or by any Custodian agent or other similar officer of the Issuer or other similar person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the Holders liquidating trustee or the Trustee if received by them other trustee or itagent, directly to the holders of Issuer Senior Indebtedness (pro rata or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such holders Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on the basis account of the respective amounts principal of Issuer and premium, if any, and interest on, the Senior Indebtedness held or represented by such holders) or their Representativeseach, to the extent necessary to pay make payment in full of all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
remaining unpaid and/or outstanding (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for), after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Advanced Communications Group Inc/De/), Stock Purchase Agreement (Advanced Communications Group Inc/De/)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership any such event:
(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or similar proceeding relating Cash Equivalents or in any other form as acceptable to the Issuerholders of Senior Indebtedness, of all principalamounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, interest on the Securities, Securities or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, other Indenture Obligations; and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf in respect of the Holders would be entitledprincipal, except for the provisions of this Article Twelvepremium, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distributionif any, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders and interest on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee Securities or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other Indenture Obligations before all Issuer Senior Indebtedness is paid in full, then and in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and (excluding Permitted Junior Securities) shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents or payment thereof provided forin any other form as acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition disposal of all or substantially all of its property and the Company's properties or assets to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other entity disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other dispositiondisposal, comply with the conditions stated set forth in Article Eight.
Appears in 2 contracts
Samples: Exhibit (Salem Communications Corp /De/), Exhibit (Salem Communications Corp /De/)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principalamounts due or to become due with respect to all Senior Debt of such Guarantor (including any interest accruing on or after, premiumor which would accrue but for, if anyan event of bankruptcy, and interest, if any, due upon all Issuer Senior Indebtedness regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or provision shall be made for such paymentpayment provided for, in either case in cash or cash equivalentsequivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Guarantor Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPayment. Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Senior Indebtedness is Debt of such Guarantor are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their respective representatives, or to the trustee or trustees under any administratorindenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five or Section 11.03 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive or such Guarantor or successor entity shall be released from the Guarantee pursuant to the terms of Section 11.03.
Appears in 2 contracts
Samples: Indenture (Tekni Plex Inc), Indenture (Tekni Plex Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerBorrower of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of the Borrower, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders or the Trustee on behalf any payment is made in respect of the Holders shall be entitled to receive Senior Subordinated Notes (excluding any payment by the Issuer on account or distribution of principal of or premium, if any, or interest, if any, on the Permitted Junior Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities). Before any payment may be made by, or on behalf of, the Issuer on any Borrower of the Securities principal of or interest on the Senior Subordinated Notes upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Borrower of any kind or character, whether in cash, property or securities, to which the Holders securities (excluding any payment or the Trustee on behalf distribution of the Holders would be entitled, except for the provisions of this Article Twelve, Permitted Junior Securities) payment shall be made by the Issuer Borrower or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Borrower of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received paid by the Trustee or any Holder Borrower to the holders of Senior Subordinated Notes at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer by the recipient of such payment (if notice of the Issuer or other person making conditions prohibiting such payment or distribution under Section 8.03(a) has been received by the holders of assets Senior Subordinated Notes) to the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer Borrower with, or the merger of the Issuer Borrower with or into, another entity corporation or the liquidation or dissolution of the Issuer Borrower following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Section 6.02 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 8.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightSection 6.02.
Appears in 2 contracts
Samples: Senior Subordinated Note Purchase Agreement (Matlinpatterson Global Opportunities Partners Lp), Senior Subordinated Note Purchase Agreement (Polymer Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon In the event of a Bankruptcy Proceeding, then and in any dissolution and liquidation such event the holders of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Senior Indebtedness, before the Holders of the Notes are entitled to receive any payment by the Issuer on account or distribution of principal of any kind or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for character whether in cash, property or securities, or any distribution with respect on account of the Notes, and to that end holders of Senior Indebtedness shall be entitled to receive, for application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to by set-off or otherwise, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitledNotes in any such Bankruptcy Proceeding.
(b) If, except for notwithstanding the foregoing provisions of this Article TwelveSection 6.2, the Trustee or the Holder of any Notes shall have received any payment or distribution of any kind or character whether in cash, property or securities before all Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such payment or distribution shall be made by the Issuer paid over or by delivered promptly to any Custodian receiver, trustee, assignee, liquidator or other similar officer official under any Bankruptcy Law or other Person making payment or distribution of assets of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly Company for application to the holders payment of Issuer all Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesremaining unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor payment to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person, or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property properties and assets as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight 8 of the Base Indenture shall not be deemed a liquidation an insolvency case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or other similar case pursuant to any Bankruptcy Law for the purposes of this Section 12.2 6.2 if the Person formed by such other entity consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer such properties and assets as an entirety, as the case maybe, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight8 of the Base Indenture.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Umb Financial Corp), First Supplemental Indenture (Umb Financial Corp)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution and or winding-up or total liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Guarantor Senior Indebtedness of such Guarantor shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or premium, if any, or interest, if any, interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of or interest on any of the Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer such Guarantor Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Guarantor Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of such Guarantor Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Guarantor Senior Indebtedness remaining unpaid until all such Issuer Guarantor Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(c) . The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 2 contracts
Samples: Indenture (Axia Inc), Indenture (Fabrene Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the Issuerbenefit of creditors, whether voluntary marshaling of assets or involuntary, or in any bankruptcy, insolvency, reorganization, receivership debt restructuring or similar proceeding relating proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a "Proceeding"), then the Issuer, all principal, holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any, ) and interest, if any, due upon all Issuer on such Senior Indebtedness shall first be paid in fullIndebtedness, or provision shall be made for such payment, payment in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the Issuer payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any, ) or interest, if any, interest on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any payment Subsidiary and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to including any Junior Subordinated Payment, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by Securities in any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) Proceeding. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by Clause (a) above Junior Subordinated Payment, before all Issuer Senior Indebtedness is paid in full, full or payment thereof is provided for in cash or cash equivalents, equivalents or payment thereof provided forotherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such fact shall payment or distribution, have been made known to such Holder or Trusteereceived by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as any entirety to another entity Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation Proceeding for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply with the conditions stated set forth in Article Eight.
Appears in 2 contracts
Samples: Subordinated Indenture (Fisher Scientific International Inc), Junior Subordinated Indenture (Fisher Scientific International Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceeding, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness Debt (including interest accruing subsequent to the commencement or filing of any petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders or the Trustee on behalf holder of the Holders Note shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities Note for cash, property or securities, securities or any distribution with respect to the Securities Note of any cash, property or securities. Before any payment may be made by, by or on behalf of, the Issuer on any of the Securities Company of the Subordinated Obligations, upon any dissolution and such dissolution, winding-up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf holder of the Holders Note would be entitled, except for the provisions of this Article TwelveSubordination Agreement, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or holder of the Trustee Note if received by them or it, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrespective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt indefeasibly in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder holder of the Note at a time when such payment or distribution is prohibited by Clause (aSection 3(a) above of this Subordination Agreement and before all Issuer obligations in respect of Senior Indebtedness is Debt are indefeasibly paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been indefeasibly paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) For purposes of this Subordination Agreement, the words "cash, property or securities" shall not be deemed to include, so long as the effect of this Section 3(c) is not to cause the Note to be treated in any case or proceeding or similar event described in this Subordination Agreement as part of the same class of claims as the Senior Debt or any class of claims on a parity with or senior to the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Note to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation or entity results from such reorganization or readjustment, such corporation or entity assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity a corporation (or other entity) or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another corporation or entity upon the terms and conditions provided in Article Eight conditions, if any, allowed by the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eightthe Senior Debt.
Appears in 2 contracts
Samples: Convertible Subordinated Promissory Note (Dovebid Inc), Convertible Subordinated Promissory Note (Dovebid Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to other proceedings or other marshalling of assets for the Issuerbenefit of creditors, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness Debt (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) shall first be indefeasibly paid in full, or provision shall be made for such payment, in cash or cash equivalentscash, before the Holders or the Trustee on their behalf of the Holders shall be entitled to receive any payment by (or on behalf of) the Issuer Company on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer Company on any of the Securities upon Security, in connection with any dissolution and such dissolution, winding up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of for the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf of the Holders would be entitled, except but for the provisions of this Article TwelveEleven, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, distribution or by the Holders or the Trustee if received by them or it, directly to the COFACE Agent for the benefit of the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their RepresentativesDebt, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, in cash or cash equivalents cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person from the holders of the Senior Debt, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause clause (a) above and before all Issuer obligations in respect of Senior Indebtedness is Debt are indefeasibly paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the COFACE Agent for the benefit of the Issuer or other person making payment or distribution holders of assets of the Issuer Senior Debt, for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness has been paid in fullunpaid, in cash or cash equivalents, or payment thereof provided forcash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(cd) For purposes of this Section 11.03, the words “cash, property or securities” shall not be deemed to include (so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 11.03 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to) the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of the COFACE Agent, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity corporation upon the terms and conditions provided in Article Eight Section 8.1 of the Original Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.2 11.3 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article EightSection 8.1 of the Original Indenture.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Globalstar, Inc.), Second Supplemental Indenture (Globalstar, Inc.)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principalamounts due or to become due with respect to Senior Debt of the Company (including any interest accruing on or after, premiumor which would accrue but for, if anyan event of bankruptcy, and interest, if any, due upon all Issuer Senior Indebtedness regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or provision shall be made for such paymentpayment provided for, in either case in cash or cash equivalentsequivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPayment. Before any payment may be made by, or on behalf of, the Issuer Company of the principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness Debt of the Company (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is Debt are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any administratorindenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 2 contracts
Samples: Indenture (Tekni Plex Inc), Indenture (Tekni Plex Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerTrust or the Corporation, as the case may be, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment by the Issuer on account of principal of (or premium, if any, ) or interest, if any, interest on the Securities, or any payment and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by including any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, distribution which may be payable or deliverable by reason of the Holders or the Trustee if received by them or it, directly payment of any other indebtedness of such Company being subordinated to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis payment of the respective amounts Securities or Coupons, which may be payable or deliverable in respect of Issuer Senior Indebtedness held by the Securities or Coupons in any such holders) case, proceeding, dissolution, liquidation or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash other winding up or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) event. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Issuer Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited which may be payable or deliverable by Clause (a) above reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer such Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Issuer Trust or the Corporation, as the case may be, with, or the merger of the Issuer with or such Company into, another entity Person or the liquidation or dissolution of the Issuer such Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight.
Appears in 2 contracts
Samples: Indenture (Starwood Lodging Trust), Indenture (Starwood Lodging Corp)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation In case of the Issuer, whether voluntary or involuntary, or in bankruptcypendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, receivership arrangement, adjustment, composition or similar other judicial proceeding relating relative to a Guarantor or its property (each such event, if any, herein sometimes referred to as a "Guarantor Proceeding"), the Issuer, all principal, holders of Senior Indebtedness of the Company and such Guarantor shall be entitled to receive payment in full of principal of (and premium, if any, ) and interest, if any (including Additional Sums and Additional Amounts, if any), due upon all Issuer on such Senior Indebtedness shall first be paid in fullIndebtedness, or provision shall be made for such payment, payment in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Company and such Guarantor, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the Issuer payment of any other Indebtedness of the Company or such Guarantor (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Guarantor Senior Subordinated Payment"), on account of principal of (or premium, if any, ) or interestinterest (including Additional Sums and Additional Amounts, if any, ) on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any payment Subsidiary, and to acquire any that end the holders of Senior Indebtedness of the Securities Company and such Guarantor shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to including any Guarantor Senior Subordinated Payment, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by Securities in any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) Guarantor Proceeding. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company or any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by Clause (a) above Guarantor Senior Subordinated Payment, before all Issuer Senior Indebtedness of the Company and such Guarantor is paid in full, full or payment thereof is provided for in cash or cash equivalents, equivalents or payment thereof provided forotherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company or such Guarantor for application to the payment of all Issuer Senior Indebtedness of the Company and such Guarantor remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid of the Company and such Guarantor in 102 110 full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness of the Company and such Issuer Guarantor. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company or any Guarantor as reorganized or readjusted, or securities of the Company or any Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness.
(c) Indebtedness of the Company and such Guarantor to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Issuer Company or any Guarantor with, or the merger of the Issuer with Company or any Guarantor into, another entity Person or the liquidation or dissolution of the Issuer Company or any Guarantor following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as an entirety to another entity Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions provided set forth in Article Eight VIII shall not be deemed a liquidation Guarantor Proceeding for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company or such Guarantor is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply with the conditions stated set forth in Article EightVIII.
Appears in 2 contracts
Samples: Senior Subordinated Indenture (Fresenius Medical Care Corp), Senior Subordinated Indenture (Fresenius Medical Care Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership any such event:
(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or similar proceeding relating Cash Equivalents or in any other form as acceptable to the Issuerholders of Senior Indebtedness of all amounts due on or in respect of all Senior Indebtedness, all principalbefore the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee interest on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property series or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, other Indenture Obligations; and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security of any series shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf in respect of the Holders would be entitledprincipal, except for the provisions of this Article Twelvepremium, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distributionif any, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders and interest on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Securities of any kind or character, whether in cash, property or securities, shall be received by the Trustee series or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other Indenture Obligations before all Issuer Senior Indebtedness is paid in full, then and in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and (excluding Permitted Junior Securities) shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents or payment thereof provided forin any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition disposal of all or substantially all of its property and the Company’s properties or assets to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other entity disposal of all or substantially all of the Company’s properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other dispositiondisposal, comply with the conditions stated set forth in Article Eight.
Appears in 2 contracts
Samples: Subordinated Indenture (Wsyt Licensee L P), Subordinated Indenture (Trustreet Properties Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings (excluding any payment or distribution of Permitted Junior Securities and any Defeasance Trust Payment), all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness then due shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Company of the principal of or of, premium, if any, or interest, if any, interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution by the Company with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Issuer Company of the principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding up or total liquidation of the Issueror reorganization, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 8.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 2 contracts
Payment Over of Proceeds Upon Dissolution, Etc. In the ----------------------------------------------- event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Partnership or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerPartnership, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Partnership, then and in bankruptcyany such event:
(a) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents or, insolvencyas acceptable to each holder of Senior Indebtedness, reorganizationin any other manner, receivership of all amounts due on or similar proceeding relating in respect of all Senior Indebtedness, before the Noteholder is entitled to the Issuer, all principalreceive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of principal of, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, Note; and
(b) any payment or distribution of assets of the Partnership of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Noteholder (in its capacity as Noteholder) would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or cash equivalents or as acceptable to the holders of Senior Indebtedness, in any other manner, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(c) in the event that, notwithstanding the foregoing provisions of this Section, the Noteholder shall have received any payment or distribution of assets of the Partnership of any kind or character, whether in cash, property or securities, to which in respect of principal, premium, if any, and interest on the Holders or the Trustee on behalf of the Holders would be entitledNote before all Senior Indebtedness is paid in full, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making then and in such event such payment or distribution, distribution (excluding Permitted Junior Securities) shall be paid over or by the Holders or the Trustee if received by them or it, delivered forthwith directly to the holders of Issuer Senior Indebtedness (pro rata or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativeshave been issued for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents or, as acceptable to each holder of Senior Indebtedness, any other manner, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In . The consolidation of the event thatPartnership with, notwithstanding or the foregoing provision prohibiting such payment merger of the Partnership with or distributioninto, any payment another Person or distribution the liquidation or dissolution of the Partnership following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 9 shall not be deemed a dissolution, winding up, --------- liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets or securities and liabilities of the Issuer Partnership for the purposes of any kind this Section if the Person formed by such consolidation or characterthe surviving entity of such merger or the Person which acquires by conveyance, whether in cash, property transfer or securities, shall be received by the Trustee or any Holder at a time when lease such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, properties and such fact shall have been made known to such Holder or Trusteeassets substantially as an entirety, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease transfer or other dispositionlease, comply with the conditions stated set forth in Article Eight.9. ---------
Appears in 1 contract
Samples: Note Agreement (Brylane Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due upon all Issuer or to become due with respect to Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, full before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Company of the principal of or premium, if any, or interest, if any, interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer Company of the principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to --- ---- such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 17.3(a) above and before all Issuer obligations in respect of Senior Indebtedness is are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective --- ---- amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) For purposes of this Section, the words "cash, property or securities" shall not be deemed to include, so long as the effect of these clauses (x) and (y) is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section as part of the same class of claims as the Senior Indebtedness or any class of claims on a parity with or senior to the Senior Indebtedness for any payment or distribution, (x) any payment or distribution of securities of the Company or any other corporation authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Securities to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (y) securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Securities, to the payment of all Senior Indebtedness then outstanding (the securities described in clauses (x) and (y) being hereinafter referred to as "Subordinated Reorganization Securities"); -------------------------------------- provided, however, that (i) if a new corporation results from such -------- ------- reorganization or readjustment, such corporation assumes the Senior Indebtedness and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight 7 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight7.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Owens & Minor Inc/Va/)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in bankruptcyfull in cash or Cash Equivalents, insolvencyor such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerproceeding, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on behalf of the Holders Purchaser under this Agreement would be entitled, except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or by the Trustee Purchaser under this Agreement if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their RepresentativesRepresentative, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 22.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment or distribution of assets of the Issuer their Representative, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided forCash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(cd) The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property and assets to another entity corporation upon the terms and conditions provided in Article Eight Section 10 and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article EightSection 10.
Appears in 1 contract
Samples: Note Purchase Agreement (Aearo Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company, or, if applicable, to the Parent Guarantor, (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany or, if applicable, the Parent Guarantor whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership (c) any general assignment for the benefit of creditors or similar proceeding relating to any other marshalling of assets and liabilities of the Issuer, all principal, premiumCompany or, if anyapplicable, the Parent Guarantor, then and interest, if any, in any such event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due upon or to become due on or in respect of all Issuer Senior Indebtedness shall first be paid in fullDebt, or provision shall be made for such payment, payment in cash or cash equivalents, U.S. Government Obligations before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive any payment by the Issuer on account of principal of (or premium, if any, ) or interest, if any, interest on the Securities, or including any payment to acquire any in respect of the Securities Parent Guarantee, and to that end the holders of Senior Debt shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by including any Custodian or other similar officer of the Issuer or other similar person making such payment or distributiondistribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or, or by if applicable, the Holders or the Trustee if received by them or it, directly Parent Guarantor being subordinated to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis payment of the respective amounts Securities or, if applicable, the Parent Guarantee, which may be payable or deliverable in respect of Issuer Senior Indebtedness held by the Securities or, if applicable, the Parent Guarantee in any such holders) insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) other winding up event. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company or, if applicable, the Parent Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited which may be payable or deliverable by Clause (a) above reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities or, if applicable, the Parent Guarantee, before all Issuer Senior Indebtedness Debt is paid in full, in cash or cash equivalents, full or payment thereof provided for, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company or, if applicable, the Parent Guarantor for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid Debt in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of equity of the Company or, if applicable, the Parent Guarantor as reorganized or readjusted, or securities of the Company or, if applicable, the Parent Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities or, if applicable, the Parent Guarantee are so subordinated as provided in this Article. The consolidation of the Issuer Company or, if applicable, the Parent Guarantor with, or the merger of the Issuer with or Company or, if applicable, the Parent Guarantor into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company or, if applicable, the Parent Guarantor for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company or, if applicable, the Parent Guarantor is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Aegon Funding Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Borrower or any of its subsidiaries or its or their respective assets, or (b) any liquidation, dissolution and liquidation or other winding-up of the IssuerBorrower, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Borrower or any of its subsidiaries, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event:
(i) the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull in cash of all Senior Indebtedness, or provision satisfactory to the holders of Senior Indebtedness shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf holders of the Holders shall be Subordinated Indebtedness are entitled to receive directly or indirectly any payment by the Issuer or distribution of any kind or character on account of principal of or of, premium, if any, or interest, if any, on the Securitiesinterest on, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with other amounts in respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, Subordinated Indebtedness; and
(ii) any payment or distribution of assets or securities of the Issuer Borrower or its subsidiaries of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee on behalf holders of the Holders Subordinated Indebtedness would be entitled, except entitled but for the these provisions of this Article Twelve, shall be made paid by the Issuer liquidating trustee or by any Custodian agent or other similar officer of the Issuer or other similar person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the Holders liquidating trustee or the Trustee if received by them or itotherwise, directly to the holders of Issuer Senior Indebtedness (pro rata or the Trustee or Representatives or to the trustee under any indenture under which any instruments evidencing any of such holders Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on the basis account of the respective amounts of Issuer Senior Indebtedness held or represented by such holders) or their Representativeseach, to the extent necessary to pay make payment in full in cash or, as acceptable to the holders of Senior lndebtedness, in any other manner, of all such Issuer Senior Indebtedness in fullremaining unpaid, in cash or cash equivalents after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.; and
(biii) In in the event that, notwithstanding the foregoing provision prohibiting such payment or distributionprovisions, any holder of any Subordinated Indebtedness shall have received any payment or distribution of assets or securities of the Issuer Borrower or any of its subsidiaries of any kind or character, whether in cash, property or securities, shall be received by the Trustee in respect of principal of, premium, if any, or interest on, or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other amounts in respect of, the Subordinated Indebtedness before all Issuer Senior Indebtedness is paid in fullfull in cash or, as acceptable to the holders of Senior Indebtedness, in cash or cash equivalentsany other manner, or payment thereof provided for, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Borrower or any of its subsidiaries for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in fullfull in cash or, as acceptable to the holders of Senior Indebtedness, in cash or cash equivalents, or payment thereof provided forany other manner, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Borrower with, or the merger of the Issuer with or Borrower into, another entity person or the liquidation or dissolution of the Issuer Borrower following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity upon the terms and conditions provided in Article Eight person shall not be deemed a liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, or marshalling of assets and liabilities of the Borrower for the purposes of this Section 12.2 if such other entity shall, as a part Section; provided that the applicable terms of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply the Indenture with respect to the conditions stated -------- applicable transaction have been complied with in Article Eightfull.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution and or winding up or total liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings (excluding any payment or distribution of Permitted Junior Securities), all principal, premium, if any, and interest, if any, due upon all Issuer Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders or the Trustee on behalf of the such Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or of, premium, if any, or interest, if any, interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding up or total liquidation of the Issueror reorganization, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer such Guarantor Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Guarantor Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.02(a) above and before all Issuer obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of such Guarantor Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Guarantor Senior Indebtedness remaining unpaid until all such Issuer Guarantor Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(c) . The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.02 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Carrols Corp)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerIssuers of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment"), upon any dissolution or winding up or total liquidation or reorganization of the Issuers, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness then due shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Issuers of the principal of or of, premium, if any, or interest, if any, interest on the Securities, or any payment by the Issuers to acquire any of the Securities for cash, property or securities, or any distribution by the Issuers with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Issuer Issuers of the principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding up or total liquidation of the Issueror reorganization, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, any payment or distribution of assets or securities of the Issuer Issuers of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Issuers or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Issuers of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received paid by the Issuers to the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.02(a) above and before all Issuer obligations then due in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Trustee (if the Notice required by Section 8.06 has been received by the Trustee) or the Holder to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Issuers with, or the merger of the Issuer Issuers with or into, another entity corporation or the liquidation or dissolution of the Issuer Issuers following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 8.02 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Aas Capital Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Corporation or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the Issuer, Corporation whether voluntary or involuntaryinvoluntary and whether or not involving solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Corporation, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, payment in cash money or cash equivalentsmoney's worth, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, interest on the Securities, or any payment and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders that may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitledSecurities in any such case, except for the provisions of this Article Twelveproceeding, shall be made by the Issuer or by any Custodian dissolution, liquidation or other similar officer of the Issuer winding up or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) event. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, Holder of any Security of any series shall have received any payment or distribution of assets or securities of the Issuer Corporation of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, full or payment thereof provided for, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered toby the Trustee or the Holder, any administratoras the case may be, forthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Corporation for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment that are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Issuer Corporation with, or the merger of the Issuer with or Corporation into, another entity Person or the liquidation or dissolution of the Issuer Corporation following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Corporation for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Corporation is merged or the Person that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character (whether in cash, property or securities) upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due upon or to become due with respect to all Issuer Senior Indebtedness Debt of such Guarantor shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders or the Trustee on their behalf of the Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or of, premium, if any, or interest, if any, interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentative(s) or to the trustee(s) under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, in cash or cash equivalents full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Senior Indebtedness is Debt of such Guarantor are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their respective representative(s), or to the trustee(s) under any administratorindenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 1 contract
Samples: Indenture (Triton PCS Holdings Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, payment in cash money or cash equivalentsmoney's worth, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, on account of principal of or interest on the Securities, and to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to that end the holders of Issuer Senior Indebtedness (pro rata shall be entitled to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesreceive, for application to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited which may be payable or deliverable by Clause reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. Upon notice from the Senior Agent during a reorganization proceeding described in (a), (b) above or (c) above, the remedy and payment blockages provided for in Section 1203 and 1204 shall terminate and the Holders shall accelerate the Subordinated Indebtedness and all distributions and payments to which the Holders would be entitled but for this Article Twelve shall be paid and applied to the Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, full or payment thereof provided for, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or such Holder or TrusteeHolder, as the case may be, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
. In the event of any reorganization proceeding described in (a), (b) or (c) above, the Trustee agrees and each Holder, by its acceptance of the Securities agrees, to promptly take such action as the Senior Agent may request to collect any payment with respect to the Subordinated Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness in such proceeding. Upon the failure of any Holder to take any such action as of the tenth (10th) Business Day preceding the bar date therefor, the Senior Agent is hereby irrevocably authorized and empowered (in its own name or otherwise), but shall have no obligation, to demand, sue for, collect and receive any payment referred to in respect of this Indenture or the Securities and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Holders with respect to the Securities. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, general assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. of the Company.
(ai) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness (including any interest accruing subsequent to an event of bankruptcy, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the Holders of the Securities shall be entitled to receive any payment by the Issuer Company on account of principal of or premium, if any, or interest, if any, on the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on Company of any of the Securities upon any dissolution and such dissolution, winding up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled, except but for the subordination provisions of this Article TwelveThirteen, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, distribution or by the Holders of the Securities or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to any trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(ii) Notwithstanding the occurrence of any event or events described in the foregoing clause (a)(i), the Holders of Securities may receive securities that are subordinated, at least to the same extent as the Securities, to Senior Indebtedness and any securities in exchange therefor.
(b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or any part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provision provisions prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (aSection 1303(a) above and before all Issuer obligations in respect of Senior Indebtedness is are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amount of Senior Indebtedness held by such holders) or other person making payment their representatives, or distribution of assets of to the Issuer trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(cd) For purposes of this Section 1303, the words "cash, property or securities" shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 1303 as part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Indebtedness then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Indebtedness and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.2 1303 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated provided in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities), upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by or on behalf of the Issuer on account of the principal of or premium, if any, interest on or interest, if any, on other amounts with respect to the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer of the principal of or interest on any of or other amounts with respect to the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securitiessecurities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesagents or representatives or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective agents, representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity corporation or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation In case of the Issuer, whether voluntary or involuntary, or in bankruptcypendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, receivership arrangement, adjustment, composition or similar other judicial proceeding relating relative to a Guarantor or its property (each such event, if any, herein sometimes referred to as a "Guarantor Proceeding"), the Issuer, all principal, holders of Senior Indebtedness of the Company and such Guarantor shall be entitled to receive payment in full of principal of (and premium, if any, ) and interest, if any (including Additional Sums and Additional Amounts, if any), due upon all Issuer on such Senior Indebtedness shall first be paid in fullIndebtedness, or provision shall be made for such payment, payment in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Company and such Guarantor, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the Issuer payment of any other Indebtedness of the Company or such Guarantor (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Guarantor Senior Subordinated Payment"), on account of principal of (or premium, if any, ) or interestinterest (including Additional Sums and Additional Amounts, if any, ) on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any payment Subsidiary, and to acquire any that end the holders of Senior Indebtedness of the Securities Company and such Guarantor shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to including any Guarantor Senior Subordinated Payment, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by Securities in any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) Guarantor Proceeding. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company or any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by Clause (a) above Guarantor Senior Subordinated Payment, before all Issuer Senior Indebtedness of the Company and such Guarantor is paid in full, full or payment thereof is provided for in cash or cash equivalents, equivalents or payment thereof provided forotherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company or such Guarantor for application to the payment of all Issuer Senior Indebtedness of the Company and such Guarantor remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid of the Company and such Guarantor in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness of the Company and such Issuer Guarantor. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company or any 119 EXECUTION 129 Guarantor as reorganized or readjusted, or securities of the Company or any Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness.
(c) Indebtedness of the Company and such Guarantor to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Issuer Company or any Guarantor with, or the merger of the Issuer with Company or any Guarantor into, another entity Person or the liquidation or dissolution of the Issuer Company or any Guarantor following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as an entirety to another entity Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions provided set forth in Article Eight VIII shall not be deemed a liquidation Guarantor Proceeding for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company or such Guarantor is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply with the conditions stated set forth in Article EightVIII.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Fresenius National Medical Care Holdings Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the Issuerbenefit of creditors, whether voluntary marshaling of assets or involuntary, or in any bankruptcy, insolvency, reorganization, receivership debt restructuring or similar proceeding relating proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a "Proceeding"), then the Issuer, all principal, holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any, ) and interest, if any, due upon all Issuer on such Senior Indebtedness shall first be paid in fullIndebtedness, or provision shall be made for such payment, payment in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the Issuer payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any, ) or interest, if any, interest on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any payment Subsidiary and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to including any Junior Subordinated Payment, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by Securities in any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) Proceeding. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by Clause (a) above Junior Subordinated Payment, before all Issuer Senior Indebtedness is paid in full, full or payment thereof is provided for in cash or cash equivalents, equivalents or payment thereof provided forotherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such fact shall payment or distribution, have been made known to such Holder or Trusteereceived by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated 62 as provided in this Article. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as any entirety to another entity Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation Proceeding for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply with the conditions stated set forth in Article Eight.
Appears in 1 contract
Samples: Subordinated Indenture (Hartford Financial Services Group Inc/De)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in- voluntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due upon all Issuer or to become due with respect to Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Company of the principal of or premium, if any, interest or interest, if any, Additional Interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any pay- ment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Issuer Company of the principal of or interest or Additional Interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities se- curities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any pay- ment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Per- son making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective inter- ests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities securi- ties of the Issuer Company of any kind or character, whether in cash, property or securitiesse- curities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.80
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution and or winding-up or total liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Guarantor Senior Indebtedness of such Guarantor shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or premium, if any, or interest, if any, interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of or interest on any of the Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer such Guarantor Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Guarantor Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been -70- received by the Trustee) or the Holder to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of such Guarantor Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Guarantor Senior Indebtedness remaining unpaid until all such Issuer Guarantor Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(c) . The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Polymer Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors in an Insolvency or Liquidation Proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due upon all Senior Indebtedness shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, by the Company or any of its Subsidiaries, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition, by the Company or any of its Subsidiaries, of any of the Notes for cash or property, except for Permitted Insolvency Payments. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Insolvency Payments), to which the Holders of the Notes or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, entitled shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders of the Notes or by the Trustee if received by them or itthem, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, as their interests may appear, for application to the extent necessary to pay payment of the Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any Custodian under any Bankruptcy, Law, then, if such payment is recovered by, or paid over to, such Custodian the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 10.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amount of Senior Indebtedness held by such holders) or other person making payment their respective Representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided forCash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 1 contract
Samples: Indenture (PSS Holding Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerGuarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or liquidation or reorganization of the Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or other similar proceeding relating to proceedings, the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Guarantor Senior Indebtedness shall first be paid entitled to receive payment in full, or provision shall be made for such payment, full in cash or cash equivalents, of all Obligations due in respect of such Guarantor Senior Indebtedness before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Guarantor of the principal of or premium, if any, and interest or interestLiquidated Damages, if any, on the SecuritiesSecurities pursuant to the Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer Guarantor of the principal of or premium, if any, and interest or Liquidated Damages, if any, on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Guarantor Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer the Guarantor Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Guarantor of any kind or character, 83 -76- whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer Obligations in respect of the Guarantor Senior Indebtedness is are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of the Issuer or other person making payment or distribution of assets Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer the Guarantor Senior Indebtedness remaining unpaid until all such Issuer Guarantor Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(c) ; provided that the Trustee shall be entitled to receive from the holders of Guarantor Senior Indebtedness written notice of the amounts owing on the Guarantor Senior Indebtedness. The consolidation of the Issuer Guarantor with, or the merger of the Issuer Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution and or winding-up or total liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Guarantor Senior Indebtedness of such Guarantor shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or premium, if any, or interest, if any, interest on the SecuritiesSecurities pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of or interest on any of the Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer such Guarantor Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Guarantor Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Guarantor Senior Indebtedness is of such Guarantor are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of such Guarantor Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Guarantor Senior Indebtedness remaining unpaid until all such Issuer Guarantor Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior Indebtedness.
(c) . The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Airxcel Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, 85 92 become due upon all Issuer Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if anyany Obligations on the Notes, or interest, if any, on for the Securities, or any payment to acquire acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to otherwise (except that holders of the Securities of any cash, property or securitiesNotes may receive Permitted Payments). Before any payment may be made by, or on behalf of, the Issuer on any Company of the Securities principal of, premium, if any, or interest on the Notes upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Permitted Payments), to which the Holders of the Notes or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Permitted Payments), shall be received by the Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by Clause (aSection 9.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is of the Company are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness of the Issuer or other person making payment or distribution of assets Company (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 9.03 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, 86 93 the Company shall comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Notes in the event of any Insolvency or Liquidation Proceeding with respect to the Company:
(a) Upon any dissolution and liquidation the holders of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid entitled to receive payment in fullfull of such Senior Indebtedness, or provision shall must be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be Notes are entitled to receive any direct or indirect payment by the Issuer or distribution of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities) on account of principal of (or premium, if any, on) or interest, if any, interest on the Securities, Notes or any payment to acquire any on account of the Securities for purchase or redemption or other acquisition of Notes; and
(b) any direct or indirect payment or distribution of Properties of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), by set-off or any distribution with respect otherwise, to which the Securities of any cashHolders or the Trustee, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon Holders, would be entitled but for the provisions of this Article shall be paid by the Company or by any dissolution and liquidation of the Issuerliquidating trustee or agent or other Person making such payment or distribution, whether voluntary or involuntary, or a trustee in bankruptcy, insolvencya receiver or liquidating trustee or otherwise, reorganization, receivership or similar proceeding relating directly to the Issuerholders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note shall have received any payment or distribution of assets or securities Properties of the Issuer Company of any kind or character, whether in cash, property or securities, to which by set-off or otherwise, in respect of principal of (and premium, if any) or interest on the Holders Notes before all Senior Indebtedness is paid or the Trustee on behalf of the Holders would be entitledprovided for in full, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making then and in such event such payment or distribution, distribution (other than a payment or by distribution in the Holders form of Permitted Junior Securities) shall be received and held in trust for and shall be paid over or the Trustee if received by them or it, directly delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Issuer Senior Indebtedness (pro rata to such holders on the basis assets of the respective amounts of Issuer Senior Indebtedness held by such holders) or their RepresentativesCompany, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets Properties to another entity upon Person or group of Affiliated Persons pursuant to, and in compliance with, the terms and conditions provided set forth in Article Eight hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a liquidation prerequisite to any payments being made to the Holders) for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article EightSection.
Appears in 1 contract
Samples: Indenture (Callon Petroleum Co)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principalamounts due or to become due with respect to all Senior Debt of such Guarantor (including any interest accruing on or after, premiumor which would accrue but for, if anyan event of bankruptcy, and interest, if any, due upon all Issuer Senior Indebtedness regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or provision shall be made for such paymentpayment provided for, in either case in cash or cash equivalentsequivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Guarantor Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPayment. Before any payment may be made by, or on behalf of, any Guarantor of the Issuer principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of the Senior Indebtedness is Debt of such Guarantor are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment pay- 107 -99- ment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their respective representatives, or to the trustee or trustees under any administratorindenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation of the Issuer any Guarantor with, or the merger of the Issuer any Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five or Section 11.03 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive or such Guarantor or successor entity shall be released from the Guarantee pursuant to the terms of Section 11.03.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Borrower or any of its subsidiaries or its or their respective assets, or (b) any liquidation, dissolution and liquidation or other winding-up of the IssuerBorrower, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets or abilities of the Borrower or any of its subsidiaries, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event:
(i) the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull in cash of all Senior Indebtedness, or provision satisfactory to the holders of Senior Indebtedness shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf holders of the Holders shall be Subordinated Indebtedness are entitled to receive directly or indirectly any payment by the Issuer or distribution of any kind or character on account of principal of or of, premium, if any, or interest, if any, on the Securitiesinterest on, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with other amounts in respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, Subordinated Indebtedness; and
(ii) any payment or distribution of assets or securities of the Issuer Borrower or its subsidiaries of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee on behalf holders of the Holders Subordinated Indebtedness would be entitled, except entitled but for the these provisions of this Article Twelve, shall be made paid by the Issuer liquidating trustee or by any Custodian agent or other similar officer of the Issuer or other similar person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the Holders liquidating trustee or the Trustee if received by them or itotherwise, directly to the holders of Issuer Senior Indebtedness (pro rata or the Trustee or Representatives or to the trustee under any indenture under which any instruments evidencing any of such holders Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on the basis account of the respective amounts of Issuer Senior Indebtedness held or represented by such holders) or their Representativeseach, to the extent necessary to pay all such Issuer make payment in full in cash or, as acceptable to the holders of Senior Indebtedness in fullIndebtedness, in cash or cash equivalents any other manner, of all Senior Indebtedness, remaining unpaid, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.; and
(biii) In in the event that, notwithstanding the foregoing provision prohibiting such payment or distributionprovisions, any holder of any Subordinated Indebtedness shall have received any payment or distribution of assets or securities of the Issuer Borrower or any of its subsidiaries of any kind or character, whether in cash, property or securities, shall be received by the Trustee in respect of principal of, premium, if any, or interest on, or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other amounts in respect of, the Subordinated Indebtedness before all Issuer Senior Indebtedness is paid in fullfull in cash or, as acceptable to the holders of Senior Indebtedness, in cash or cash equivalentsany other manner, or payment thereof provided for, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Borrower or any of its subsidiaries for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in fullfull in cash or, as acceptable to the holders of Senior Indebtedness, in cash or cash equivalents, or payment thereof provided forany other manner, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Borrower with, or the merger of the Issuer with or Borrower into, another entity person or the liquidation or dissolution of the Issuer Borrower following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity upon the terms and conditions provided in Article Eight person shall not be deemed a liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, or marshalling of assets and liabilities of the Borrower for the purposes of this Section 12.2 if such other entity shall, as a part Section; provided that the applicable terms of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply the Indenture with respect to the conditions stated -------- applicable transaction have been complied with in Article Eightfull.
Appears in 1 contract
Samples: Term Loan Agreement Equipment (Unifi Communications Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerIssuer of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-up, assignment for the benefit of creditors or marshalling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all amounts due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, become due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of the Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if any, or interest, if any, any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securitiesotherwise. Upon any such dissolution, or any distribution with respect to the Securities of any cashwinding-up, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvencyliquidation, reorganization, receivership or similar proceeding relating to the Issuerproceeding, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf under this Indenture would be entitled (other than any payments of fees and expenses of the Holders would be entitledTrustee and any indemnity made under Section 5.6), except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay all which any of such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall may have been made known to such Holder or Trusteeissued, as the case their respective interests may beappear, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.Senior
Appears in 1 contract
Samples: Indenture (Ich Corp /De/)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation ----------------------------------------------- payment by the Company or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due upon all Issuer Senior Indebtedness of the Company shall first be paid in full, or provision shall be made payment thereof provided for such payment, in cash or cash equivalentsmoney in accordance with its terms, before any payment is made by the Holders or the Trustee Company on behalf account of the Holders shall be entitled to receive principal (and premium, if any) or interest on the Securities of any series (or any Coupons appertaining thereto); and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Issuer on account of principal of or premiumCompany, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities of such series (or any Coupons appertaining thereto) or the Trustee on behalf of the Holders would be entitledentitled to receive from the Company, except for the provisions of this Article Twelve15, shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders of the Securities of such series (or any Coupons appertaining thereto) or by the Trustee under the Indenture if received by them or it, directly to the holders of Issuer Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders, as calculated by the Company) or their Representativesrepresentative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash money or cash equivalents money's worth, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
, before any payment or distribution is made to the Holders of the Securities of such series (bor any Coupons appertaining thereto) or to the Trustee. In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness of the Company is paid in full, or provision is made for such payment in cash money in accordance with its terms, such payment or cash equivalentsdistribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or payment thereof provided forto the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and such fact shall have been made known their respective interests may appear, as calculated by the Company, for application to such Holder or Trusteethe payment of all Senior Indebtedness of the Company, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application remaining unpaid to the payment of all Issuer extent necessary to pay such Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided formoney in accordance with its terms, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the benefit of the holders of such Issuer Senior Indebtedness.
. For purposes of this Article 15 only, the words `cash, property or securities' shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities of any series (cor any Coupons appertaining thereto) are so subordinated as provided in this Article 15. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight 11 shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company is merged or, the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article Eight11.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, become due upon all Issuer Senior Indebtedness Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if any, or interest, if any, any Obligations on the Senior Subordinated Securities, or any payment to acquire for the acquisition of any of the Senior Subordinated Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that Holders of the Senior Subordinated Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Issuer Company of any Obligations on any of the Senior Subordinated Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt of the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Senior Subordinated Securities at a time when such payment or distribution is prohibited by Clause (aSection 10.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is Debt of the Company are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution of assets Company (PRO RATA to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or their Representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred.
(d) The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight.V.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Notes in the event of any Insolvency or Liquidation Proceeding with respect to the Company:
(a) Upon any dissolution and liquidation the holders of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid entitled to receive payment in fullfull of such Senior Indebtedness, or provision shall must be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be Notes are entitled to receive any direct or indirect payment by the Issuer or distribution of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities) on account of principal of (or premium, if any, on) or interest, if any, interest on the Securities, Notes or any payment to acquire any on account of the Securities for purchase or redemption or other acquisition of Notes; and
(b) any direct or indirect payment or distribution of Properties of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), by set-off or any distribution with respect otherwise, to which the Securities of any cashHolders or the Trustee, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon Holders, would be entitled but for the provisions of this Article shall be paid by the Company or by any dissolution and liquidation of the Issuerliquidating trustee or agent or other Person making such payment or distribution, whether voluntary or involuntary, or a trustee in bankruptcy, insolvencya receiver or liquidating trustee or otherwise, reorganization, receivership or similar proceeding relating directly to the Issuerholders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note shall have received any payment or distribution of assets or securities Properties of the Issuer Company of any kind or character, whether in cash, property or securities, to which by set-off or otherwise, in respect of principal of (or premium, if any, on) or interest on the Holders Notes before all Senior Indebtedness is paid or the Trustee on behalf of the Holders would be entitledprovided for in full, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making then and in such event such payment or distribution, distribution (other than a payment or by distribution in the Holders form of Permitted Junior Securities) shall be received and held in trust for and shall be paid over or the Trustee if received by them or it, directly delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Issuer Senior Indebtedness (pro rata to such holders on the basis assets of the respective amounts of Issuer Senior Indebtedness held by such holders) or their RepresentativesCompany, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets Properties to another entity upon Person or group of Affiliated Persons pursuant to, and in compliance with, the terms and conditions provided set forth in Article Eight hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a liquidation prerequisite to any payments being made to the Holders) for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article EightSection.
Appears in 1 contract
Samples: Indenture (Callon Petroleum Co)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation In case of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating pendency of any Proceeding relative to the IssuerCompany, all principal, premium, if any, then the holders of Senior Debt and interest, if any, due upon all Issuer Subordinated Debt shall be entitled to receive payment in full of such Senior Indebtedness shall first be paid in fullDebt and Subordinated Debt, or provision shall be made for such payment, payment in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Debt, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the Issuer payment of any other Indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any, ) or interest, if any, interest (including any Additional Interest) on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any payment Subsidiary and to acquire any that end the holders of the Securities Senior Debt and Subordinated Debt shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to including any Junior Subordinated Payment, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by Securities in any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) Proceeding. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section 13.2, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by Clause (a) above Junior Subordinated Payment, before all Issuer Senior Indebtedness is Debt and Subordinated Debt are paid in full, full or payment thereof is provided for in cash or cash equivalents, equivalents or payment thereof provided forotherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Debt, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness Debt and Subordinated Debt remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid Debt and Subordinated Debt in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt and Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight VIII shall not be deemed a liquidation Proceeding for the purposes of this Section 12.2 13.2 if the Person formed by such other entity consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply with the conditions stated set forth in Article EightVIII.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Praegitzer Industries Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any dissolution and liquidation of insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the IssuerCompany or to its creditors, as such, or to its assets, whether voluntary or involuntaryinvoluntary or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event:
(1) the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be Notes are entitled to receive any payment by the Issuer or distribution of any kind or character on account of principal of or of, premium, if any, or interest, if any, interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, Notes; and
(2) any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee on behalf of the Holders would be entitled, except entitled but for the provisions of this Article Twelve, 11 shall be made paid by the Issuer liquidating trustee or by any Custodian agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the Holders liquidating trustee or the Trustee if received by them or itotherwise, directly to the holders of Issuer Senior Indebtedness (pro rata or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such holders Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on the basis account of the respective amounts of Issuer Senior Indebtedness held or represented by such holders) or their Representativeseach, to the extent necessary to pay make payment in full in cash, Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all such Issuer Senior Indebtedness in fullremaining unpaid, in cash or cash equivalents after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Issuer Senior Indebtedness.; and
(b3) In in the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section 11.02, the Trustee or distribution, the Holder of any Note shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above Notes before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, full or payment thereof provided for, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratordeliv- ered forthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in fullfull in cash, in cash or cash equivalentsCash Equivalents or, or payment thereof provided foras acceptable to the holders of Senior Indebtedness, any other manner, after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, transfer or lease or other disposition of all or substantially all of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight 5 hereof shall not be deemed a liquidation dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 Article 11 if the Person formed by such other consolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease transfer or other dispositionlease, comply with the conditions stated set forth in such Article Eight5 hereof.
Appears in 1 contract
Samples: Indenture (MWC Acquisition Sub Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or other similar proceeding relating to proceedings, an assignment for the Issuerbenefit of creditors or any marshaling of the Company's assets, all principal, premium, if any, and interest, if any, due upon all Issuer the holders of Senior Indebtedness shall first be paid entitled to receive payment in full, or provision shall be made for such payment, full in cash or cash equivalents, of all Obligations due in respect of such Senior Indebtedness (including interest after the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness) before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Company of the principal of or premium, if any, interest or interestLiquidated Damages, if any, on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer Company of the principal of or interest or Liquidated Damages, if any, on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes pur- 69 -62- poses of this Section 12.2 8.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to which receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or interest on the Trustee notes or on behalf account of the Holders would be entitled, except for purchase or redemption or other acquisition of the provisions of this Article Twelve, shall be made Notes by the Issuer or by any Custodian of its subsidiaries. In the event that notwithstanding the foregoing, the Trustee or other similar officer the Holder of any Note receives any payment or distribution of the Issuer Issuer's assets of any kind or other similar person making character (excluding shares of Issuer's common stock or securities provided for in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such payment or distribution, distribution will be required to be paid over or by the Holders or the Trustee if received by them or it, directly delivered forthwith to the holders trustee in bankruptcy or other Person making payment or distribution of Issuer our assets for application to the payment of all Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their RepresentativesDebt remaining unpaid, to the extent necessary to pay all such Issuer the Senior Indebtedness Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) To the extent any payment of Senior Debt of the Issuer (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt of the Issuer is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (aSection 15.3(a) above and before all obligations in respect of Senior Debt of the Issuer Senior Indebtedness is are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution (pro rata to such holders on the basis of assets the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt of the Issuer may have been issued, as their respective interests appear, for application to the payment of all Senior Debt of the Issuer Senior Indebtedness remaining unpaid until all such Senior Debt of the Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt of the Issuer.
(cd) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity Person upon the terms and conditions provided in Article Eight VII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.2 15.3 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article EightVII hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principalamounts due or to become due with respect to Senior Debt of the Company (including any interest accruing on or after, premiumor which would accrue but for, if anyan event of bankruptcy, and interest, if any, due upon all Issuer Senior Indebtedness regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or provision shall be made for such paymentpayment provided for, in either case in cash or cash equivalentsequivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPayment. Before any payment may be made by, or on behalf of, the Issuer Company of the principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness Debt of the Company (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is Debt are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any administratorindenture pursuant to which any of such Senior Debt may have been issued, receiveras their respective interests may appear, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any dissolution and liquidation of insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the IssuerCompany or to its creditors, as such, or to its assets, whether voluntary or involuntaryinvoluntary or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to any such event:
(1) the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Senior Indebtedness shall first be paid entitled to receive payment in fullfull in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be Notes are entitled to receive any payment by the Issuer or distribution of any kind or character on account of principal of or of, premium, if any, or interest, if any, interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, Notes; and
(2) any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee on behalf of the Holders would be entitled, except entitled but for the provisions of this Article Twelve, 11 shall be made paid by the Issuer liquidating trustee or by any Custodian agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the Holders liquidating trustee or the Trustee if received by them or itotherwise, directly to the holders of Issuer Senior Indebtedness (pro rata or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such holders Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on the basis account of the respective amounts of Issuer Senior Indebtedness held or represented by such holders) or their Representativeseach, to the extent necessary to pay make payment in full in cash, Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all such Issuer Senior Indebtedness in fullremaining unpaid, in cash or cash equivalents after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Issuer Senior Indebtedness.; and
(b3) In in the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section 11.02, the Trustee or distribution, the Holder of any Note shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received including, without limitation, by the Trustee way of set-off or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness otherwise, in respect of principal of, is paid in full, in cash or cash equivalents, full or payment thereof provided for, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratordeliv- ered forthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in fullfull in cash, in cash or cash equivalentsCash Equivalents or, or payment thereof provided foras acceptable to the holders of Senior Indebtedness, any other manner, after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, transfer or lease or other disposition of all or substantially all of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight 5 hereof shall not be deemed a liquidation dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 Article 11 if the Person formed by such other consolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease transfer or other dispositionlease, comply with the conditions stated set forth in such Article Eight5 hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding up or liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall will first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall will be entitled to receive any payment by the Issuer on account Company of the principal of or premium, if any, or interest, if any, interest on the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Issuer Company of the principal of, or interest on any of the Securities upon any such dissolution and or winding up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall will be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (PRO RATA to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive (or any replacement provisions as contemplated by Article Five).
Appears in 1 contract
Samples: Indenture (Horton D R Inc /De/)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerIssuer of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt (including interest accruing after the commencement of any such proceeding at the rate specified in bankruptcythe applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding) shall first be paid in full in cash before any payment or distribution of any kind or character is made on account of any Obligations on the Securities, insolvencyor for the acquisition of any of the Securities for cash or property or otherwise (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight). Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerproceeding, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders under this Indenture would be entitled, except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight).
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective Representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided forcash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity corporation or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property and assets to another entity corporation upon the terms and conditions provided in Article Eight Five and as long as permitted under the terms of the Designated Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply assume the Issuer's obligations hereunder in accordance with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Globe Manufacturing Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any dissolution and liquidation insolvency or bankruptcy case or proceeding or other similar case or proceeding under any Federal or state bankruptcy or similar law, or any receivership, liquidation, arrangement, relief, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, or (b) any liquidation, dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding up of the IssuerCompany or its debts, whether voluntary or involuntaryinvoluntary and whether or not involving any insolvency or bankruptcy or any case or proceeding of any kind, or in bankruptcy(c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if anythen, and interestin each such event, if any, due upon all Issuer the holders of Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer in full of all amounts due or to become due on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcyrespect of all Senior Indebtedness, insolvencybefore the Company may make, reorganization, receivership and before any Holder of Securities is entitled to receive or similar proceeding relating to the Issuerretain, any payment or distribution of assets any kind or securities character (whether in cash, property or securities) on account of Securities, and to that end the Holders of Securities agree to promptly pay over, or cause to be paid over, to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the Issuer respective amounts of such Senior Indebtedness held by such holder) any payment or distribution of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all or prepay in full the Senior Indebtedness. Each Holder of Securities shall duly and promptly take such Issuer Senior Indebtedness action as is reasonably necessary to file appropriate claims or proofs of claims in fullany such proceedings referred to in this Section 9.02 and to execute and deliver such other instruments and take such other actions as may be reasonably necessary to prove or realize upon such claims and to have the proceeds of such claims paid as provided in this Section 9.02, and, in cash the event any Holder of Securities shall not have made any such filing on or cash equivalents after giving effect prior to the date 30 days before the expiration of the time for such filing or shall not have timely executed or delivered any concurrent paymentsuch other instruments and taken such other actions, distribution or provision therefor to or for the holders of such Issuer not less than 25% of any series of Senior Indebtedness.
, acting through a trustee, agent or otherwise, are hereby irrevocably authorized and empowered (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact but shall have been made known to such Holder or Trusteeno obligation) to, as the case may be, agent and attorney-in-fact for such payment or distribution shall be received and held in trust holder for the benefit ofspecific and limited purpose set forth in this paragraph, file such proof of claim for or on behalf of such holder, execute and shall be paid over deliver such other instrument for or delivered toon behalf of such holder and take such other action necessary under applicable law to collect any amounts due in respect of such claim in such proceeding. Anything contained in this paragraph notwithstanding, the right to vote any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer claim or claims in respect of the Issuer or other person making payment or distribution of assets of the Issuer for application any Securities in connection with any proceedings referred to in this Section 9.02 is exclusively reserved to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders holder of such Issuer Senior IndebtednessSecurities.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 1 contract
Samples: Indenture (Mercury Finance Co)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment for the benefit of creditors or any marshaling of the Company's assets, the holders of Credit Facility Debt shall be entitled to which receive payment in full in cash of all Obligations due in respect of such Credit Facility Debt (including interest after the commencement of any proceeding at the rate specified in the applicable Credit Facility Debt) before the Holders of the Notes or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal or premium, if any, of or interest or Special Interest, if any, on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or other securities, or any distribution with respect to the Notes of any cash, property or other securities (except that the Holders may receive, retain and dispose of for their own account (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust described under Article 8) may be made by, or on behalf of, the Company of the principal of or interest or premium or Special Interest, if any, on the Notes upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or Notes, to which the Holders of the Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness the Credit Facility Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Credit Facility Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Credit Facility Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Credit Facility Debt in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessCredit Facility Debt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiesNotes, shall be received by the Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by Clause (aSection 10.03(a) above and before all Issuer Senior Indebtedness is obligations in respect of Credit Facility Debt are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Credit Facility Debt (pro rata to such holders on the basis of the Issuer respective amounts of Credit Facility Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Credit Facility Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Credit Facility Debt remaining unpaid until all such Issuer Senior Indebtedness Credit Facility Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Credit Facility Debt. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight5.
Appears in 1 contract
Samples: Indenture (Allegheny Energy Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of either of the IssuerIssuers of any kind or character, whether in cash, property or securities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of either of the Issuers, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Issuers of the principal of or premium, if any, or interest, if any, interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer Issuers of the principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of either of the Issuer Issuers of any kind or character, whether in cash, property or securitiessecurities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Issuers or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesagents or representatives or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of either of the Issuer Issuers of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may becash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective agents, representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of either of the Issuer Issuers with, or the merger of either of the Issuer Issuers with or into, another entity corporation or the liquidation or dissolution of either of the Issuer Issuers following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of any of the Issuer Issuers of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of either of the Issuers or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to either of the Issuers or their respective property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise (except that holders of the Securities may receive Permitted Junior Securities or Defeasance Trust Payments). Before any payment may be made by, or on behalf of, such Issuer of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Issuer of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the such Issuer or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness of such Issuer (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the an Issuer of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer obligations in respect of Senior Indebtedness is of such Issuer are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness of such Issuer (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 8.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, become due upon all Issuer Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if any, or interest, if any, any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that holders of the Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Issuer Company of any Obligations on any of the Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or 67 68 indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness in full, full in cash or cash equivalents Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 8.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is of the Company are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness of the Issuer or other person making payment or distribution of assets Company (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 8.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Scot Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness Debt shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalentspayment duly provided for, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer is made on account of the principal of or premium, if any, or interest, if any, interest on the SecuritiesNotes, or any payment to acquire any acquisition of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be is made by, or on behalf of, the Issuer on any other than conversion of the Securities upon Notes into Common Shares in accordance with Section 8.1 hereof. Upon any dissolution and such dissolution, winding-up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders Notes would be entitled, except for the provisions hereof, other than conversion of this Article Twelvethe Notes into Common Shares in accordance with Section 8.1 hereof, shall be made paid by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or of the Trustee Notes if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrespective representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In Notwithstanding the foregoing, in the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, that any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, other than conversion of the Notes into Common Shares in accordance with Section 8.1 hereof, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 6.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation For purposes of Section 6 of this Note, the Issuer withwords "CASH, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight PROPERTY OR SECURITIES" shall not be deemed to include (x) shares of stock of the Issuer as reorganized or readjusted, (y) any payment or distribution of securities of the Issuer or any other Issuer authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes to the Senior Debt, and made by a liquidation court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (z) securities of the Issuer or any other Issuer provided for by a plan of reorganization or readjustment which are subordinated, to at least the purposes same extent as the Notes, to the payment of all Senior Debt then outstanding; provided that (i) if a new Issuer results from such reorganization or readjustment, such Issuer assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. Notwithstanding anything to the contrary in this Section 6, (i) a court referred to in clause (x) above may give effect, and state that it is giving effect to the subordination of the Notes in an order or decree which authorizes the payment in full of Senior Debt in assets other than cash or cash equivalents and (ii) any assets which the holders of the Notes are permitted to receive in accordance with the provisions of this Section 12.2 if such other entity shall, as a part 6 shall not be subject to any claim by or on behalf of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eightholders of Senior Debt.
Appears in 1 contract
Samples: Subordinated Note (Frontstep Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors in an Insolvency or Liquidation Proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due upon all Senior Indebtedness shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, by the Company or any of its Subsidiaries, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition, by the Company or any of its Subsidiaries, of any of the Notes for cash or property, except for Permitted Insolvency Payments. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Insolvency Payments), to which the Holders of the Notes or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, entitled shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders of the Notes or by the Trustee if received by them or itthem, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, as their interests may appear, for application to the extent necessary to pay payment of the Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any Custodian under any Bankruptcy Law, then, if such payment is recovered by, or paid over to, such Custodian the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 10.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amount of Senior Indebtedness held by such holders) or other person making payment their respective Representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, or payment thereof provided forCash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 1 contract
Samples: Indenture (Everest One Ipa Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation In case of the Issuer, whether voluntary or involuntary, or in bankruptcypendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, receivership arrangement, adjustment, composition or similar other judicial proceeding relating relative to a Guarantor or its property (each such event, if any, herein sometimes referred to as a "Guarantor Proceeding"), the Issuer, all principal, holders of Senior Indebtedness of the Company and such Guarantor shall be entitled to receive payment in full of principal of (and premium, if any, ) and interest, if any (including Additional Sums and Additional Amounts, if any), due upon all Issuer on such Senior Indebtedness shall first be paid in fullIndebtedness, or provision shall be made for such payment, payment in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Company and such Guarantor, before the Holders or the Trustee on behalf of the Holders shall be Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the Issuer payment of any other Indebtedness of the Company or such Guarantor (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Guarantor Senior Subordinated Payment"), on account of principal of (or premium, if any, ) or interestinterest (including Additional Sums and Additional Amounts, if any, ) on the Securities, Securities or on account of the purchase or other acquisition of Securities by the Company or any payment Subsidiary, and to acquire any that end the holders of Senior Indebtedness of the Securities Company and such Guarantor shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to including any Guarantor Senior Subordinated Payment, which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by Securities in any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) Guarantor Proceeding. In the event that, notwithstanding the foregoing provision prohibiting such payment provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Issuer Company or any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by Clause (a) above Guarantor Senior Subordinated Payment, before all Issuer Senior Indebtedness of the Company and such Guarantor is paid in full, full or payment thereof is provided for in cash or cash equivalents, equivalents or payment thereof provided forotherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall shall, at or prior to the time of such payment or distribution, have been made known to such Holder or Trusteethe Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company or such Guarantor for application to the payment of all Issuer Senior Indebtedness of the Company and such Guarantor remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid of the Company and such Guarantor in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness of the Company and such Issuer Guarantor. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company or any Guarantor as reorganized or readjusted, or securities of the Company or any 119 EXECUTION 129 Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness.
(c) Indebtedness of the Company and such Guarantor to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Issuer Company or any Guarantor with, or the merger of the Issuer with Company or any Guarantor into, another entity Person or the liquidation or dissolution of the Issuer Company or any Guarantor following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as an entirety to another entity Person or the liquidation or dissolution of the Company or any Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions provided set forth in Article Eight VIII shall not be deemed a liquidation Guarantor Proceeding for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company or such Guarantor is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply with the conditions stated set forth in Article EightVIII.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Fresenius National Medical Care Holdings Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution and or winding-up or liquidation or reorganization of the Issuersuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or other similar proceeding relating to proceedings, the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer holders of Guarantor Senior Indebtedness shall first be paid in full, or provision Debt of such Guarantor shall be made for such payment, entitled to receive payment in full in cash or cash equivalents, of all Obligations due in respect of such Guarantor Senior Debt before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by such Guarantor of the Issuer on account of principal of or premium, if any, and interest or interestLiquidated Damages, if any, on the SecuritiesSecurities pursuant to its Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (except that Holders may receive and retain (I) Permitted Junior Securities, (II) payments made from the defeasance trust described under Article Eight and (III) payments made from the Escrow Account or from letters of credit issued to the Trustee to support the Company's potential obligation to make a Mandatory Redemption or otherwise pursuant to the Escrow Agreement). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust or a Mandatory Redemption described above) may be made by, or on behalf of, any Guarantor of the Issuer principal of or premium, if any, and interest or Liquidated Damages, if any, on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer such Guarantor or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Guarantor Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Issuer such Guarantor Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Guarantor Senior Indebtedness Debt in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Guarantor Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer a Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 12.03(a) above and before all Issuer Obligations in respect of the Guarantor Senior Indebtedness is Debt of such Guarantor are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of such Guarantor Senior Debt (pro rata to such holders on the basis of the Issuer respective amounts of Guarantor Senior Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer the Guarantor Senior Indebtedness Debt remaining unpaid until all such Issuer Guarantor Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer any Guarantor Senior Indebtedness.
(c) Debt; provided that the Trustee shall be entitled to receive from the holders of Guarantor Senior Debt written notice of the amounts owing on the Guarantor Senior Debt. The consolidation of the Issuer a Guarantor with, or the merger of the Issuer a Guarantor with or into, another entity corporation or the liquidation or dissolution of the Issuer a Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 12.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightFive.
Appears in 1 contract
Samples: Indenture (Autotote Corp)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to which receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or interest on the Trustee notes or on behalf account of the Holders would be entitled, except for purchase or redemption or other acquisition of the provisions of this Article Twelve, shall be made Notes by the Issuer or by any Custodian of its subsidiaries. In the event that notwithstanding the foregoing, the Trustee or other similar officer the Holder of any Note receives any payment or distribution of the Issuer Issuer’s assets of any kind or other similar person making character (excluding shares of Issuer’s common stock or securities provided for in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such payment or distribution, distribution will be required to be paid over or by the Holders or the Trustee if received by them or it, directly delivered forthwith to the holders trustee in bankruptcy or other Person making payment or distribution of Issuer our assets for application to the payment of all Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their RepresentativesDebt remaining unpaid, to the extent necessary to pay all such Issuer the Senior Indebtedness Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) To the extent any payment of Senior Debt of the Issuer (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt of the Issuer is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (aSection 15.3(a) above and before all obligations in respect of Senior Debt of the Issuer Senior Indebtedness is are paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution (pro rata to such holders on the basis of assets the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt of the Issuer may have been issued, as their respective interests appear, for application to the payment of all Senior Debt of the Issuer Senior Indebtedness remaining unpaid until all such Senior Debt of the Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt of the Issuer.
(cd) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity Person upon the terms and conditions provided in Article Eight VII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.2 15.3 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article EightVII hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company or any Guarantor of any kind or character, whether in cash, property or securities, to the creditors of the Company or any Guarantor upon any dissolution or winding-up or total liquidation or reorganization of the Company or any Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other similar proceedings relating to the Company or any Guarantor, any assignment for the benefit of creditors or any marshalling of the Company's or any Guarantor's assets and liabilities, the Senior Indebtedness Parties shall be entitled to receive indefeasible payment in full in cash of all obligations due in respect of such Senior Indebtedness (including interest accruing after, or which would accrue but for, the Holders commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed), or have provision made for such payment in a manner acceptable to Senior Indebtedness Parties, before the Trustee Holder shall be entitled to receive any payment by or on behalf of the Holders Company or any Guarantor of the principal of, Accreted Value of, or interest on (and other obligations, if any, with respect to) this Note, or any payment by the Company or any Guarantor to acquire any of this Note for cash, property or securities, or any distribution by the Company or any Guarantor with respect to this Note of any cash, property or securities.
(i) If any proceeding, liquidation, dissolution or winding up referred to in clause (a) above is commenced by or against the Company or any Guarantor, and the Holder of this Note has failed to do any of the following prior to the time such rights would be entitledexpire, except each of the Senior Indebtedness Parties are irrevocably authorized and empowered (in its own name or in the name of the Company, the Holder or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution in respect of this Note above and give acquittance therefore and to file claims and proofs of claim and take such other action (including, without limitation, voting this Note) as the Senior Indebtedness Parties may reasonably deem necessary or advisable for the provisions exercise or enforcement of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer rights or other similar person making interests of the Senior Indebtedness Parties hereunder; provided, that in the event the Senior Indebtedness Parties take such action, such holders shall apply the proceeds first, to the payment or distributionof the costs of enforcement of the Senior Indebtedness; second, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives); third, to the extent necessary payment of the costs of enforcement of this Note, and fourth, to pay all such Issuer Senior Indebtedness the payment of this Note in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for a manner consistent with the holders of such Issuer Senior Indebtednessterms hereof.
(bii) The Holder shall duly and promptly take such action as any Senior Indebtedness Parties may reasonably request (A) to collect to this Note for the account of the Senior Indebtedness Parties and to file appropriate claims or proofs of claim in respect of this Note, (B) to execute and deliver to any Senior Indebtedness Parties such powers of attorney, assignments, or other instruments as such Senior Indebtedness Parties may reasonably request to enable it to enforce any and all claims with respect to this Note and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to this Note, but, in each case, only with respect to the Holder in its capacity as holder of this Note and not in respect of any other relationship between the Holder and the Company.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company and the Guarantors of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above Section 8.2 and before all Issuer obligations in respect of Senior Indebtedness is are indefeasibly paid in full, full in cash (or cash equivalents, such payment shall be duly provided for in a manner satisfactory to the Senior Indebtedness Parties) or payment thereof provided for, and such fact shall have been made known otherwise to such Holder or Trustee, as the case may beextent the Senior Indebtedness Parties in their sole discretion accept satisfaction of amounts due by settlement in other than cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness (pro rata to such holders on the basis of the Issuer respective amounts of Senior Indebtedness held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture or agreement pursuant to which any of assets of the Issuer such Senior Indebtedness may have been issued or incurred, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been indefeasibly paid in full, full in cash (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessIndebtedness Parties.
(cd) The consolidation Upon the indefeasible payment in full in cash (or such payment shall be duly provided for in a manner satisfactory to the Senior Indebtedness Parties) or otherwise to the extent the Senior Indebtedness Parties in their sole discretion accept satisfaction of amounts due by settlement in other than cash of all Senior Indebtedness, the Holder shall be subrogated to the rights of the Issuer withSenior Indebtedness Parties to receive payments or distributions of cash, cash equivalents, property or the merger securities of the Issuer with Company and the Guarantors made on such Senior Indebtedness until the principal of, premium, if any, and interest on this Note shall be indefeasibly paid in full in cash or intothis Note is no longer outstanding; and, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of such subrogation, no payments or distributions to the Senior Indebtedness Parties of any cash, cash equivalents, property or securities to which the Holder would be entitled except for the provisions of this Section 12.2 if such other entity Article 8, and no payment pursuant to the provisions of this Article 8 to the Senior Indebtedness Parties by the Holder shall, as between the Company, the Guarantors, its creditors other the Senior Indebtedness Parties, and the Holder, be deemed to be a part payment by the Company or any Guarantor to or on account of the Senior Indebtedness. It is understood that the provisions of this Article 8 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Indebtedness Parties, on the other hand.
(e) If any payment or distribution to which the Holder would otherwise have been entitled but for the provisions of this Article 8 shall have been applied, pursuant to the provisions of this Article 8, to the payment of all amounts payable under Senior Indebtedness, then and in such case, the Holder shall be entitled to receive from the Senior Indebtedness Parties any payments or distributions received by such Senior Indebtedness Parties in excess of the amount required to make payment in full in cash of such consolidationSenior Indebtedness (or to duly provide for such payment in a manner satisfactory to the Senior Indebtedness Parties) or otherwise to the extent the Senior Indebtedness Parties in their sole discretion accept satisfaction of amounts due by settlement in other than cash.
(f) All Senior Indebtedness Parties are hereby authorized to demand specific performance of this Article 8, mergerin the event the Company or the Holder have not complied with any of the provisions hereof applicable to them. The Holder and the Company hereby irrevocably waive any defense (other than the defense of indefeasible payment in full in cash of all Senior Indebtedness) based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
(g) To the extent that the Company or any Guarantor makes a payment on the Senior Indebtedness that is subsequently invalidated, saledeclared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, conveyancereceiver or any other party under any bankruptcy, transferinsolvency or reorganization act, lease state or federal law, common law or equitable clause, including, without limitation in any proceeding referred to in clause (a) of this Section 8.3 (such payment being hereafter referred to as a "Voided Payment"), then to the extent of such Voided Payment, that portion of the Senior Indebtedness that had previously been satisfied by such Voided Payment shall be revived and continued in full force and effect as if such Voided Payment had never been made. To the extent that the Holder received any payments with respect to this Note subsequent to the date of the any Senior Indebtedness holder's receipt of such Voided Payment and such payments received by the Holder have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver, or any other dispositionparty under any bankruptcy act, comply with state or federal law, common law or equitable cause, the conditions stated Holder shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in Article Eighttrust for the benefit of the Senior Indebtedness Parties, upon demand, the full amount so received by the Holder to the extent necessary to fully restore to the Senior Indebtedness Parties that amount of such Voided Payment.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the IssuerCompany, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, then and in bankruptcy, insolvency, reorganization, receivership any such event:
(1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or similar proceeding relating Cash Equivalents or in any other form as acceptable to the Issuerholders of Senior Indebtedness, of all principalamounts due on or in respect of all Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee interest on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property series or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, other Indenture Obligations; and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Issuer Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other form as acceptable to the Holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security of any series shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf in respect of the Holders would be entitledprincipal, except for the provisions of this Article Twelvepremium, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distributionif any, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders and interest on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Securities of any kind or character, whether in cash, property or securities, shall be received by the Trustee series or any Holder at a time when such payment or distribution is prohibited by Clause (a) above other Indenture Obligations before all Issuer Senior Indebtedness is paid in full, then and in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit of, and (excluding Permitted Junior Securities) shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents or payment thereof provided forin any other form as acceptable to the Holders of Senior Indebtedness, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) . The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, assignment, conveyance, transfer, lease or other disposition disposal of all or substantially all of its property and the Company's properties or assets to another entity Person upon the terms and conditions provided set forth in Article Eight shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other entity disposal of all or substantially all of the Company's properties or assets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other dispositiondisposal, comply with the conditions stated set forth in Article Eight.
Appears in 1 contract
Samples: Subordinated Indenture (Sinclair Broadcast Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating other proceedings, all amounts due or to become due with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness extent that such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalentspayment provided for, before the Holders of the Securities or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account Company of the principal of or of, premium, if any, or interest, if any, interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer Company of the principal of, premium, if any, or interest on any of the Securities upon any such dissolution and or winding up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis Debt of the respective amounts of Issuer Senior Indebtedness held by such holders) Company or their Representativesrepresentatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, in cash or cash equivalents full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 1 contract
Samples: Indenture (Pen Tab Industries Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of
(a) Upon any dissolution and liquidation insolvency or bankruptcy case or proceeding or other similar case or proceeding under any federal or state bankruptcy or similar law (including, without limitation, the Bankruptcy Code), or any receivership, liquidation, arrangement, relief, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, or
(b) any liquidation, dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding up of the IssuerCompany or its debts, whether voluntary or involuntaryinvoluntary and whether or not involving any insolvency or bankruptcy or any case or proceeding of any kind, or
(c) any assignment for the benefit of creditors or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, any other marshalling of assets and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf liabilities of the Holders Company, then and in each such event the holders of Senior Debt shall be entitled to receive any payment by the Issuer on account of principal of or premiumin full, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for in cash, property of all amounts due or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or become due on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcyrespect of all Senior Debt, insolvencybefore the Company may make, reorganization, receivership and before any holder of Subordinated Debt is entitled to receive or similar proceeding relating to the Issuerretain, any payment or distribution of assets any kind or securities character (whether in cash, Securities or other Property) on account of any Subordinated Debt, except as otherwise provided in this Section 10.2, and to that end the holders of Subordinated Debt agree to promptly pay over or deliver, or cause to be paid over or delivered, to the holders of Senior Debt (or any agent thereof) (for the pro rata benefit to each such holder on the basis of the Issuer respective amounts of such Senior Debt held by such holder) any payment or distribution of any kind or character, whether in the form of
(i) cash,
(ii) Securities other than Replacement Junior Securities, property or securitiesor
(iii) other Property other than Replacement Junior Securities (such Securities other than Replacement Junior Securities and such Property other than Replacement Junior Securities, as described in clause (ii) and clause (iii), being herein referred to which the Holders or the Trustee on behalf as "TURNED-OVER PROPERTY"). The holders of the Holders would Subordinated Debt shall not be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly obligated to deliver to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) Debt any Replacement Junior Securities or their Representativesany income, to dividends or distributions in respect thereof. To the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for that the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known Subordinated Debt deliver Turned-Over Property to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt (or their agent), there shall be no reduction in the amount of Senior Debt outstanding solely by virtue of such Issuer delivery and the holders of Senior Indebtedness.
Debt (cor their agent) The consolidation shall hold such Turned-Over Property as additional security for the Senior Debt and shall proceed to, in a commercially reasonable manner, dispose of such Turned-Over Property for a cash consideration and shall apply such cash consideration (net of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part out-of-pocket costs of such consolidationdisposition) to the Senior Debt. In disposing of such Turned-Over Property, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.holders
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, upon any dissolution and or winding-up or liquidation or reorganization of the Issuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or other similar proceeding relating to proceedings, an assignment for the benefit of creditors or any marshaling of the Issuer’s assets, all principal, premium, if any, and interest, if any, due upon all the holders of Senior Debt of the Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, entitled to receive payment in full in cash or cash equivalents, of all Obligations due in respect of such Senior Debt before the Holders or the Trustee on behalf of the such Holders shall be entitled to receive any payment by the Issuer on account of the principal of or premium, if any, or interest, if any, interest on the Securities, or any payment by the Issuer to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (except that the Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, the Issuer of the principal of or interest on any of the Securities upon any such dissolution and or winding-up or liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the Trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Clause (aSection 10.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is Debt are paid in full, full in cash or cash equivalentscash, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution of assets (pro rata to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or their respective representatives, or to the Trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt; provided that the Trustee shall be entitled to receive from the holders of such Senior Debt written notice of the amounts owing on such Senior Debt. The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity Person upon the terms and conditions provided in Article Eight 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight5.
Appears in 1 contract
Samples: Indenture (Scientific Games Corp)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerIssuer of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all Obligations due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, become due upon all Issuer Senior Indebtedness Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if any, or interest, if any, any Obligations on the Senior Subordinated Securities, or any payment to acquire for the acquisition of any of the Senior Subordinated Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that Holders of the Senior Subordinated Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Issuer of any Obligations on any of the Senior Subordinated Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt of Cadmus (pro rata PRO RATA to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their RepresentativesRepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Senior Subordinated Securities at a time when such payment or distribution is prohibited by Clause (aSection 10.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is Debt of Cadmus are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of Cadmus (PRO RATA to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or other person making payment their Representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred.
(d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity Person upon the terms and conditions provided in Article Eight V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight.V.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, become due upon all Issuer Senior Indebtedness Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if any, or interest, if any, any Obligations on the Senior Subordinated Securities, or any payment to acquire for the acquisition of any of the Senior Subordinated Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that Holders of the Senior Subordinated Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Issuer Company of any Obligations on any of the Senior Subordinated Securities upon any such dissolution and or winding-up or total liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveIndenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt of the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their RepresentativesRepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Senior Subordinated Securities at a time when such payment or distribution is prohibited by Clause (aSection 10.03(a) above and before all Issuer Obligations in respect of Senior Indebtedness is Debt of the Company are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt of the Issuer or other person making payment or distribution of assets Company (PRO RATA to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or their Representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer such Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred.
(d) The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity Person upon the terms and conditions provided in Article Eight V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity Person shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article Eight.V.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution and or winding-up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, amounts due or to become due upon all Issuer Senior Indebtedness Debt shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalentspayment duly provided for, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer is made on account of the principal of or premium, if any, or interest, if any, interest on the SecuritiesNotes, or any payment to acquire any acquisition of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be is made by, or on behalf of, the Issuer on any other than conversion of the Securities upon Notes into Common Shares in accordance with Section 8.1 hereof. Upon any dissolution and such dissolution, winding-up, liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders Notes would be entitled, except for the provisions hereof, other than conversion of this Article Twelvethe Notes into Common Shares in accordance with Section 8.1 hereof, shall be made paid by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or of the Trustee Notes if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrespective representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In Notwithstanding the foregoing, in the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, that any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, other than conversion of the Notes into Common Shares in accordance with Section 8.1 hereof, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 6.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation For purposes of Section 6 of this Note, the Issuer withwords "cash, property or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight securities" shall not be deemed to include (x) shares of stock of the Issuer as reorganized or readjusted, (y) any payment or distribution of securities of the Issuer or any other Issuer authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes to the Senior Debt, and made by a liquidation for the purposes court of this Section 12.2 if such other entity shallcompetent jurisdiction in a reorganization proceeding under any applicable bankruptcy, as a part of such consolidation, merger, sale, conveyance, transfer, lease insolvency or other dispositionsimilar law, comply with or (z) securities of the conditions stated in Article Eight.Issuer or any other Issuer provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Notes, to the payment of all Senior Debt then outstanding;
Appears in 1 contract
Samples: Securities Purchase Agreement (Morgan Stanley Dean Witter & Co)
Payment Over of Proceeds Upon Dissolution, Etc. (a1) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, become due upon all Issuer Senior Indebtedness of the Company shall first be paid in fullfull in cash, or provision shall be made such payment duly provided for such payment, in cash or cash equivalentsto the satisfaction of the holders of Senior Indebtedness of the Company, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution of any kind or character is made on account of principal of or premium, if anyany Obligations on the Notes, or interest, if any, on for the Securities, or any payment to acquire acquisition of any of the Securities Notes for cash, cash or property or securitiesotherwise. Upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or any distribution with respect to the Securities marshaling of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any assets of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, Company or in a bankruptcy, reorganization, insolvency, reorganization, receivership or other similar proceeding relating to the Issuerproceeding, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on behalf of the Holders under this Indenture would be entitled, except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Issuer Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness of the Company remaining unpaid until all such Issuer Senior Indebtedness of the Company has been paid in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessIndebtedness of the Company.
(b2) In To the event thatextent any payment of Senior Indebtedness of the Company (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness of the Company or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(3) If, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by any Holder or the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may bethis Section 10.03, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Indebtedness of the Issuer or other person making payment or distribution of assets Company (pro rata to such holders on the basis of the Issuer respective amount of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness of the Company remaining unpaid until all such Issuer Senior Indebtedness of the Company has been paid in full, full in cash or cash equivalents, or payment thereof provided forcash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessIndebtedness of the Company.
(c4) The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property and assets assets, to another entity corporation upon the terms and conditions provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Indebtedness of the Company shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article EightFive hereof.
Appears in 1 contract
Samples: Indenture (Terex Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the Issuer, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or in bankruptcy, insolvency, reorganization, receivership (c) any assignment for the benefit of creditors or similar proceeding relating to any other marshalling of assets and liabilities of the Issuer, then and in any such event the holders of Senior Debt of the Issuer shall be entitled to receive payment in full of all principal, premium, if any, and interest, if any, amounts due upon or to become due on or in respect of all Issuer Senior Indebtedness shall first be paid in fullDebt of the Issuer, or provision shall be made for such payment, payment in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be Securities and the coupons, if any, appertaining thereto are entitled to receive any payment by the Issuer or distribution of any kind or character on account of principal of (or premium, if any, on) or interest, if any, interest on the SecuritiesSecurities and any coupons appertaining thereto, or and to that end the holders of Senior Debt of the Issuer shall be entitled to receive, for application to the payment thereof, any payment to acquire or distribution of any of the Securities for kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any distribution with respect other indebtedness of the Issuer being subordinated to the Securities payment of any cashthe Securities, property or securities. Before any payment which may be made by, payable or on behalf of, the Issuer on any deliverable in respect of the Securities upon and the coupons, if any, appertaining thereto in any dissolution and such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Issuer, whether voluntary Trustee or involuntary, the Holder of any Security or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, of any coupon appertaining thereto shall have received any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Twelve, shall be made by the Issuer or by including any Custodian or other similar officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited which may be payable or deliverable by Clause (a) above reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities and any coupons appertaining thereto, before all Senior Debt of the Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, full or payment thereof provided for, then and in such fact shall have been made known to such Holder or Trustee, as the case may be, event such payment or distribution shall be received and held in trust for the benefit ofof and, and upon receipt by the Trustee of the notice set forth in Section 13.09, shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer for application to the payment of all Senior Debt of the Issuer remaining unpaid, to the extent necessary to pay all Senior Indebtedness remaining unpaid until all such Debt of the Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt of the Issuer. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness.
(c) Debt of the Issuer which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity Person or the liquidation or the dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided conditions, if any, set forth in Article Eight an Officers' Certificate or supplemental indenture creating any series of Securities shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Issuer for the purposes of this Section 12.2 if such other entity shallthe surviving Person, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply complies with the conditions stated conditions, if any, set forth in Article Eightsuch Officers' Certificate or supplemental indenture.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets or securities of the IssuerCompany of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or other similar proceeding proceedings relating to the Issuer, Company or its assets or in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities the holder of all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first Debt of the Company then outstanding will be paid entitled to payments in full, or provision shall be made for such payment, full in cash or cash equivalents, Cash Equivalents of all Obligations due in respect of Senior Debt before the Holders or the Trustee on behalf of the Holders shall be are entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or payments (excluding any payment to acquire or distribution of Permitted Junior Securities and excluding any of the Securities for cash, property Defeasance Trust Payment) on or securities, or any distribution with respect to the Securities Notes and, until all holders of Senior Debt receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt, any cash, property or securitiesdistribution to which the Holders would be entitled will be made to holders of Senior Debt. Before any payment may be made by, or on behalf of, the Issuer on any Company of the Securities principal of, premium, if any, or interest on the Notes upon any such dissolution and or winding-up or total or partial liquidation of the Issuer, whether voluntary or involuntaryreorganization, or in bankruptcy, insolvency, reorganization, receivership an assignment for the benefit of creditors or similar proceeding relating to any marshalling of the Issuer, Company's assets and liabilities any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf of the Holders would be entitled, except but for the subordination provisions of this Article TwelveFirst Supplemental Indenture, shall be made by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidation trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer the Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their Representativesrepresentatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, full in cash or cash equivalents Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by Clause (aSection 702(a) above of this First Supplemental Indenture and before all Issuer Obligations in respect of Senior Indebtedness is Debt are paid in full, full in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or other person making payment their respective representatives, or distribution to the trustee or trustees or agent or agents under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided for, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another entity corporation upon the terms and conditions provided in Article Eight of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 702 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated in Article EightEight of the Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Biovail Corp International)
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerIssuer of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt (including interest accruing after the commencement of any such proceeding at the rate specified in bankruptcythe applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding) shall first be paid in full in cash before any payment or distribution of any kind or character is made on account of any Obligations on the Securities, insolvencyor for the acquisition of any of the Securities for cash or property or otherwise (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight hereof). Upon any such dissolution, winding- up, liquidation, reorganization, receivership or similar proceeding relating to the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerproceeding, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders under this Indenture would be entitled, except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight hereof).
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective Representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided forcash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity corporation or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property and assets to another entity corporation upon the terms and conditions provided in Article Eight Five and as long as permitted under the terms of the Designated Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 10.03 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply assume the Issuer's obligations hereunder in accordance with the conditions stated in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any dissolution and liquidation payment or distribution of assets of the IssuerCompany of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerother proceedings, all principal, premium, if any, and interest, if any, Obligations due or to become due upon all Issuer Senior Indebtedness Debt shall first be paid in full, or provision shall be made for such payment, full in cash or cash equivalents, Cash Equivalents before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Issuer or distribution is made on account of principal of or premium, if any, or interest, if any, any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securitiesotherwise. Upon any such dissolution, winding-up, liquidation or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders under this Indenture would be entitled, except for the provisions of this Article Twelvehereof, shall be made paid by the Issuer Company or by any Custodian receiver, trustee in bankruptcy, liquidating trustee, agent or other similar officer of the Issuer or other similar person Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Issuer Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness Debt held by such holders) or their respective Representatives, or to the extent necessary trustee or trustees under any indenture pursuant to pay which any of such Senior Debt may have been issued, as their respective interests may appear for application to the payment of Senior Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may beSection 10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer the holders of Senior Debt (pro rata to such holders on the basis of the Issuer respective amount of Senior Debt held by such holders) or other person making payment their respective Representatives, or distribution to the trustee or trustees under any indenture pursuant to which any of assets of the Issuer such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until all such Issuer Senior Indebtedness Debt has been paid in full, full in cash or cash equivalents, or payment thereof provided forCash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt. Notwithstanding the foregoing, the provisions of this Section 10.03(c) shall not apply to the amounts subject to the lien of the Trustee pursuant to Section 7.07 hereof, which amounts shall be paid directly to the Trustee.
(cd) For purposes of this Article Ten, the words “cash, property or securities” shall not be deemed to include securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as the Securities, to the payment of all Senior Debt and to the payment of all securities issued in exchange therefor to the holders of Senior Debt at the time outstanding; provided that with respect to securities of any other corporation, such securities shall only be excluded from the operation of this Article Ten if the plan of reorganization or readjustment has been approved by the holders of at least a majority in principal amount of the indebtedness then outstanding under the Credit Agreement and by the holders of at least a majority in principal amount of any other Designated Senior Debt then outstanding. The consolidation of the Issuer Company with, or the merger of the Issuer Company with or into, another entity corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition transfer of all or substantially all of its property and assets assets, to another entity corporation upon the terms and conditions provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other entity corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply assume the Company’s obligations hereunder in accordance with the conditions stated in Article EightFive hereof.
Appears in 1 contract
Samples: Indenture (Wickes Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any dissolution and liquidation insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or (b) any payment or distribution of the Issuerassets of the Company to creditors upon a total or partial liquidation, dissolution or other winding up of the Company, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or in bankruptcy, insolvency, reorganization, receivership (c) any assignment for the benefit of creditors or similar proceeding relating to the Issuer, all principal, premium, if any, any other marshalling of assets and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf liabilities of the Holders Company, then and in any such event the holders of Senior Debt shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Debt (in their sole discretion) of all amounts due or to become due on or in respect of all Senior Debt before the Holders of the Notes are entitled to receive any payment by the Issuer on account of principal or Accreted Value of (or premium, if any, ) or interest, if any, interest on the SecuritiesNotes or on account of the purchase, redemption or other retirement of Notes (including any payment to acquire any of the Securities Mandatory Redemption Price or Change of Control Payment), and to that end the holders of Senior Debt shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuerthereof, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, to which the Holders may be payable or the Trustee on behalf deliverable in respect of the Holders would be entitledNotes in any such case, except for the provisions of this Article Twelveproceeding, shall be made by the Issuer or by any Custodian receivership, dissolution, liquidation, reorganization or other similar officer of the Issuer winding up or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Issuer Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Issuer Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) event. In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionprovisions of this Section 11.2, the Holder of any Note shall have received any payment or distribution of assets or securities of the Issuer Company of any kind or character, whether in cash, property securities or securitiesother property, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness Debt is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, then such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administratorforthwith to the trustee in bankruptcy, receiver, liquidator, curator, sequestrator, liquidating trustee, other similar officer of the Issuer custodian, assignee, agent or other person Person making payment or distribution of assets of the Issuer Company for application to the payment of all Issuer Senior Indebtedness Debt remaining unpaid until unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness has been paid Debt in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(c) Debt. For purposes of this Article only, the words "cash, securities or other property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Debt at least to the same extent as the Notes are so subordinated as provided in this Article. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another entity Person or the liquidation or dissolution of the Issuer Company following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property properties and assets substantially as an entirety to another entity Person upon the terms and conditions provided set forth in Article Eight Section 9.1 shall not be deemed a liquidation dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such other entity consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply with the conditions stated set forth in Article EightSection 9.1.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to an Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution and liquidation or other winding up of the an Issuer, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to (c) any assignment for the Issuer, all principal, premium, if any, and interest, if any, due upon all Issuer Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on behalf benefit of the Holders shall be entitled to receive any payment by the Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, creditors or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Issuer on any of the Securities upon any dissolution and liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or similar proceeding relating to the Issuer, any payment or distribution other marshaling of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, and liabilities Any Securities Payments to which the Holders Trustee or the Trustee on behalf of the Holders would be entitled, except entitled but for the provisions of this Article Twelve, shall be made paid by the Issuer liquidating trustee or by any Custodian agent or other similar officer of the Issuer or other similar person Person making such payment Securities Payment, whether a trustee in bankruptcy, a receiver or distribution, or by the Holders or the Trustee if received by them or itotherwise, directly to the holders of Issuer Senior Indebtedness (pro rata Debt or their representative or representatives or to any trustee or agent under any indenture or other agreement evidencing or governing any such holders Senior Debt, ratably according to the aggregate amounts remaining unpaid on the basis account of the respective amounts Senior Debt held or represented by each of them, to the extent necessary to make payment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. As used in this Article, the phrase "payment in full" (or any similar phrase), when used to refer to the payment of Senior Debt, shall mean payment in full of the aggregate amount of such Senior Debt in cash or cash equivalents or any other manner acceptable to the holders of such Senior Debt. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment before all Senior Debt is paid in full or payment thereof provided for in cash or cash equivalents or any other manner acceptable to the holders of such Senior Debt, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Issuer for application to the payment of all Senior Indebtedness held by such holders) or their RepresentativesDebt remaining unpaid, to the extent necessary to pay all such Issuer Senior Indebtedness Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Issuer Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other person making payment or distribution of assets of the Issuer for application to the payment of all Issuer Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Issuer Senior IndebtednessDebt.
(c) The consolidation of the Issuer with, or the merger of the Issuer with or into, another entity or the liquidation of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another entity upon the terms and conditions provided in Article Eight shall not be deemed a liquidation for the purposes of this Section 12.2 if such other entity shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article Eight.
Appears in 1 contract
Samples: Indenture (Iridium Facilities Corp)
