Preferences on Liquidation Sample Clauses

Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 2 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings on the sale or other disposition of the Grantee or by the Grantee on the sale or other disposition of the Adelanto Interest or any of the equity interests of, or assets owned by, any and all of the Adelanto Contributed Companies (the “Adelanto Disposition Proceeds”). To the full extent permitted by applicable law, no reduction in the Adelanto Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the Adelanto Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee to sell or otherwise dispose of the Adelanto Interest or the Grantee’s interest in any of the Adelanto Contributed Companies and their respective assets and properties as directed by the Class B, Series 2 Limited Partners holding a majority of the Class B, Series 2 Units then outstanding and to cause the distribution of any and all Adelanto Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by the Grantee as provided in subparagraph (d) of this Section 16.2.
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Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 1 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings (i) on the sale or other disposition of any of the equity interests of, or assets owned by, the Grantee, XxXxx CA, XxXxx Holdings or any other direct or indirect Subsidiary of NEP US Holdings that owns, directly or indirectly, equity interests in any of the XxXxx Contributed Companies or (ii) on the sale or other disposition, directly or indirectly, of the XxXxx Interest or any of the equity interests of, or assets owned by, any or all of the XxXxx Contributed Companies (the “XxXxx Disposition Proceeds”). To the full extent permitted by applicable law, no reduction in the XxXxx Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the XxXxx Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee, which shall in turn cause XxXxx CA, to sell or otherwise dispose of the XxXxx Interest or XxXxx CA’s interest in any of the XxXxx Contributed Companies and their respective assets and properties as directed by the Class B, Series 1 Limited Partners holding a majority of the Class B, Series 1 Units then outstanding and to cause the distribution of any and all XxXxx Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by XxXxx CA, the Grantee and NEP US Holdings as provided in subparagraph (d) of this Section 15.2.”
Sample 1
Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 2 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings (i) on the sale or other disposition of any of the equity interests of, or assets owned by, the Grantee, Adelanto CA, Adelanto Solar Funding or any other direct or indirect Subsidiary of NEP US Holdings that owns, directly or indirectly, equity interests in any of the Adelanto Contributed Companies or (ii) on the sale or other disposition, directly or indirectly, of the Adelanto Interest or any of the equity interests of, or assets owned by, any or all of the Adelanto Contributed Companies (the “Adelanto Disposition Proceeds”). To the full extent permitted by applicable law, no reduction in the Adelanto Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the Adelanto Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee, which shall in turn cause Adelanto CA, to sell or otherwise dispose of the Adelanto Interest or Adelanto CA’s interest in any of the Adelanto Contributed Companies and their respective assets and properties as directed by the Class B, Series 2 Limited Partners holding a majority of the Class B, Series 2 Units then outstanding and to cause the distribution of any and all Adelanto Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by Adelanto CA, the Grantee and NEP US Holdings as provided in subparagraph (d) of this Section 16.2.
Sample 1
Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 1 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings on the sale or other disposition of the Grantee or by the Grantee on the sale or other disposition of the XxXxx Interest or any of the equity interests of, or assets owned by, any and all of the XxXxx Contributed Companies (the “XxXxx Disposition Proceeds”). To the full extent permitted by applicable law, no reduction in the XxXxx Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the XxXxx Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee to sell or otherwise dispose of the XxXxx Interest or the Grantee’s interest in any of the XxXxx Contributed Companies and their respective assets and properties as directed by the Class B, Series 1 Limited Partners holding a majority of the Class B, Series 1 Units then outstanding and to cause the distribution of any and all XxXxx Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by the Grantee as provided in subparagraph (d) of this Section 15.2.
Sample 1
Preferences on Liquidation. (a) Subject to Paragraph 8 below, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series A Preferred Stock then outstanding, shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made in respect of the Corporation's common stock, an amount equal to $1.90 per share, plus all accrued and unpaid dividends thereon to the date fixed for distribution. After setting apart or paying in full the preferential amounts due the 23 holders of the Series A Preferred Stock, the remaining assets of the Corporation available for distribution to stockholders, if any, shall be distributed exclusively to the holders of common stock, each such issued and outstanding share of common stock entitling the holder thereof to receive an equal proportion of said remaining assets. If upon liquidation, dissolution, or winding up of the Corporation, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of the Series A Preferred Stock the full amounts to which they respectively shall be entitled, the holders of such 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.
Sample 1
Preferences on Liquidation. In the event of a liquidation of the Partnership, the Class B, Series 2 Limited Partners shall be entitled to receive as a preferential distribution any and all proceeds received by NEP US Holdings on the sale or other disposition of the Grantee or by the Grantee on the sale or other disposition of the Adelanto Interest or any of the equity interests of, or assets owned by, any and all of the Contributed Companies (the “Disposition Proceeds”). To the full extent permitted by Applicable Law, no reduction in the Disposition Proceeds shall be made in order to pay any other liabilities, including contingent liabilities, of the Partnership, which liabilities shall be paid, or provision for payment made, from the assets and properties of the Partnership other than the Disposition Proceeds. The liquidator for the Partnership shall cause NEP US Holdings, which shall in turn cause the Grantee to sell or otherwise dispose of the Adelanto Interest or the Grantee’s interest in any of the Contributed Companies and their respective assets and properties as directed by the Class B, Series 2 Limited Partners holding a majority of the Class B, Series 2 Units then outstanding and to cause the distribution of any and all Disposition Proceeds to occur in the same manner as the distribution of cash or property resulting from distributions paid by the Grantee as provided in subparagraph (d) of this Section 2.2.
Sample 1

Related to Preferences on Liquidation

  • Rights on Liquidation In the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, or any other distribution of assets of the Partnership among its unitholders for the purpose of winding-up its affairs, unless the Partnership is continued under the election to reconstitute and continue the Partnership pursuant to Section 13.2.2 of the Agreement, the Holders shall be entitled to receive C$25.00 per Series 7 Preferred Limited Partnership Unit held by them, together with all accrued (whether or not declared) and unpaid Series 7 Distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Partnership), before any amounts shall be paid or any assets of the Partnership distributed to the holders of any Junior Securities. Upon payment of such amounts, the Holders shall not be entitled to share in any further distribution of the assets of the Partnership.

  • Distributions on Liquidation (a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Dissolution and Liquidation Section 12.1 Dissolution 84 Section 12.2 Continuation of the Business of the Partnership After Dissolution 84 Section 12.3 Liquidator 85 Section 12.4 Liquidation 85 Section 12.5 Cancellation of Certificate of Limited Partnership 86 Section 12.6 Return of Contributions 86 Section 12.7 Waiver of Partition 86 Section 12.8 Capital Account Restoration 86

  • DISTRIBUTION ON LIQUIDATION 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Debtor shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Convertible Notes.

  • Combination; Liquidation While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Distribution on Dissolution and Liquidation In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Termination and Liquidation Section 9.01.

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