Preference on Liquidation Sample Clauses
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Preference on Liquidation. (a) Upon the liquidation or dissolution of the Company ("Liquidation Event"), the holders of Series A Preferred Stock shall be entitled to receive out of the Company's assets, for each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.57 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference").
(b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event.
(c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full.
(d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share.
(e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.
Preference on Liquidation. (i) In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock or any other class or series of stock of the Corporation, an amount equal to two dollars ($2.00) per share (as adjusted for any stock dividends, combinations or splits, reclassifications or the like with respect to such shares) plus all accrued, accumulated or declared but unpaid dividends on each share of Series A Stock held by such holders. If upon the occurrence of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the assets and funds to be distributed among the holders of Series A Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.
(ii) After payment to the holders of the Series A Stock of the amount set forth in subsection (i), the entire remaining assets and funds of the Corporation legally
Preference on Liquidation. (a) In the event that the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after all creditors of the Corporation shall have been paid in full, the holders of the Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation legally available for distribution to its stockholders, whether from capital, surplus or earnings, before any amount shall be paid to the holders of any shares of Common Stock, an amount equal to $5.00 in cash per share plus an amount equal to any dividends accrued and unpaid thereon to the date of final distribution, and no more. If upon any liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be insufficient to pay the holders of all outstanding shares of Series A Preferred Stock the full amounts to which they respectively shall be entitled, such assets, or the proceeds thereof, shall be distributed ratably among the holders of the Series A Preferred Stock. Holders of Series A Preferred Stock shall not be entitled, upon the liquidation, dissolution or winding up of the Corporation, to receive any amounts with respect to such stock other than the amounts referred to in this paragraph 3(a).
(b) Neither the purchase nor redemption by the Corporation of shares of any class of stock in any manner permitted by the Certificate of Incorporation or any amendment thereof, nor the merger or consolidation of the Corporation with or into any other corporation or corporations, nor a sale, transfer or lease of all or substantially all of the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation for the purposes of this paragraph 3.
Preference on Liquidation. (1) In the event of any liquidation, dissolution or winding up of the corporation, the holders of Series C Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of this corporation available for distribution to its stockholders PARI PASSU with all other series or shares of preferred stock, whether from capital, surplus or earnings, before any payment shall be made in respect of the corporation's Common Shares or junior stock, an amount equal to Ten Dollars ($10.00) per share. If, upon liquidation, dissolution or winding up of this corporation, the assets of the corporation available for the distribution to its shareholders shall be insufficient to pay the holders of the Series C Convertible Preferred Stock an amount equal to Ten Dollars ($10.00) per share, the holders of the Series C Convertible Preferred Stock shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. After the holders of Series C Convertible Preferred Stock have received an amount equal to Ten Dollars ($10.00) per share the assets then remaining shall be distributed equally per share to the holders of Common Shares and junior stock.
(2) A reorganization, consolidation or merger of the corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the corporation, shall not be deemed to be a liquidation, dissolution or winding up of the corporation as those terms are used in this subdivision (b) and, in the event of any such reorganization, consolidation, merger of sale of assets, the Series C Preferred Shares shall be entitled only to the rights provided in the plan of reorganization of the Colorado Corporations Code.
Preference on Liquidation. Upon dissolution of the Partnership, the Series C Preferred Interests shall have the priority established in Section 6.2 of the Agreement and shall be pari passu with the Series A, B, D and E Preferred Interests and any other series that ranks pari passu with the Series C Preferred Interests.
Preference on Liquidation. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution shall be made with respect to the Common Limited Partnership Interests, the holders of Series T-1 Interests shall be entitled to receive timberlands from the Partnership with a Fair Market Value equal to the Redemption and Liquidation Price. The selection of timberlands to be distributed to the holders of the Series T-1 Interest pursuant to this Section 6(a) shall be made by the General Partner in its reasonable discretion but in any event subject to the appraisal procedure set forth in the definition of “Fair Market Value” set forth in Section 1 and without discrimination against any particular series or class of Preferred Limited Partnership Interests.
Preference on Liquidation. On a liquidation of Air NZ each Convertible Preference Share shall confer on the holder the right to repayment of the Issue Price and to payment of any accrued but unpaid dividend up to the date of the commencement of the liquidation in priority to all amounts payable in a liquidation of Air NZ on or in respect of Ordinary Shares but shall not confer on the holder any further right to participate in the profits or assets of Air NZ.
Preference on Liquidation. Preferred Shares will be entitled to a preference on liquidation equal to $ ______ per share plus accumulated and unpaid dividends. No Sinking Fund
Preference on Liquidation a) Subject to paragraph (b) below, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, holders of Series E Preferred Stock shall be entitled to be paid, out of the assets of the Corporation available for distribution to stockholders, the Liquidation Preference (as defined below) before any distribution is made on any Junior Stock, including, without limitation, any Common Stock. “Liquidation Preference” means $100 per share of Series E Preferred Stock (the “Stated Value”) multiplied by (i) 101% if the date in question occurs on or before December 11, 2007; (ii) 102% if the date in question occurs after December 11, 2007 and on or before December 11, 2008; (iii) 104% if the date in question occurs after December 11, 2008 and on or before December 11, 2009; (iv) 105% if the date in question occurs after December 11, 2009 and on or before December 11, 2010; and (v) 107% if the date in question occurs after December 11, 2010.
Preference on Liquidation. The holders of outstanding shares of Series E Convertible Preferred Stock shall have liquidation rights senior to the liquidation rights of the holders of outstanding shares of Series A Convertible Preferred Stock, the holders of outstanding shares of Series B Convertible Preferred Stock, the holders of outstanding shares of Series C Convertible Preferred Stock, the holders of outstanding shares of Series D Convertible Preferred Stock and the holders of outstanding shares of Common Stock; accordingly, holders of Series E Convertible Preferred Stock are entitled to receive, upon the occurrence of a Liquidating Event (as defined below) an amount equal to $1.00 per share of Series E Convertible Preferred Stock outstanding and thereafter to participate in any additional liquidating distributions, along side the holders of outstanding shares of Common Stock immediately prior to the Liquidating Event, once required liquidating distributions to outstanding preferred stock have been satisfied. If, upon the occurrence of a Liquidating Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of Series E Convertible Preferred Stock the full amount to which they shall be entitled, then the entire assets and funds of the Corporation legally available for distribution to its stockholders shall be distributed ratably among the holders of Series E Convertible Preferred Stock in proportion to the liquidation amount each such holder is otherwise entitled to receive pursuant to this Section 1.(c). The holders of outstanding shares of Series C Convertible Preferred Stock shall have liquidation rights senior to the liquidation rights of the holders of outstanding shares of Series B Convertible Preferred Stock, the holders of outstanding shares of Series A Convertible Preferred Stock, the holders of outstanding shares of Series D Convertible Preferred Stock and the holders of outstanding shares of Common Stock. The holders of outstanding shares of Series B Convertible Preferred Stock shall have liquidation rights senior to the liquidation rights of the holders of outstanding shares of Series A Convertible Preferred Stock, the holders of outstanding shares of Series D Convertible Preferred Stock and the holders of outstanding shares of Common Stock. The holders of outstanding shares of Series A Convertible Preferred Stock shall have liquidation rights senior to the liquidation rights of the holders of outstandin...
