Primary Distribution Clause Samples

Primary Distribution. Debentures and Medium-Term Notes issued and settled through the Fed-Book-Entry System shall settle in same-day funds and shall be held by designated Holders. After initial issue, all such Debentures and Medium-Term Notes shall continue to be held by such Holders on the Fed Book-Entry System unless arrangements are made for the transfer thereof to other Holders. Debentures and Medium-Term Notes shall not be exchangeable for definitive Debentures and Medium-Term Notes.

Primary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary (a "Liquidation"), (i) each holder of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of other series of Series A Preferred Stock, Series B Preferred Stock, and Series F Preferred Stock or Common Stock by reason of their ownership thereof an amount equal to: (A) if the effective date of the Liquidation occurs within one year of the Series C Original Issue Date (as defined below), the sum of (x) $2.50 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; (B) if the effective date of the Liquidation occurs after one year from the Series C Original Issue Date but within two years of the Series C Original Issue Date, the sum of (x) $3.125 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; and (C) if the effective date of the Liquidation occurs at any time after two years of the Series C Original Issue Date, the sum of (x) $3.91 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series C Preferred Stock held by such holder; (ii) each holder of Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Series A Preferred Stock, Series B Preferred Stock and Series F Preferred Stock, or Common Stock by reason of their ownership thereof an amount equal to: (A) if the effective date of the Liquidation occurs within one year of the Series D Original Issue Date (as defined below), the sum of (x) $6.25 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares, for each share of Series D Preferred Stock held by such holder; (B) if the effective date of the Liquidation occurs after one year from the Series D Original Issue Date but within two years of the Series D Original Issue Date, the sum of (x) $7....

Primary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, each holder of Series D Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of any other class of capital stock of this Corporation by reason of their ownership thereof, including the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series C-1 Preferred and the Common Stock, an amount equal to the sum of (x) $0.8996 (the “Original Series D Issue Price”) for each share of Series D Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidation, or splits with respect to such shares), (y) all declared but unpaid dividends on such shares and (z) an amount equal to 25 percent (which amount shall be pro-rated for any partial year and computed with respect to any share from the date such share was first issued) of the Original Series D Issue Price compounded annually in respect of each share of the Series D Preferred held of record by such holder (as adjusted for any stock dividend, stock distributions, combinations, consolidations or splits with respect to such shares) (the “Liquidation Increment”); provided, however, that in no event shall any holder of Series D Preferred receive an amount per share in excess of 2.5 times the Original Series D Issue Price (as adjusted for any stock dividends, stock distributions, combinations, consolidations, or splits with respect to such shares) in preference to the holders of other classes of Preferred Stock.

Primary Distribution. 5.1 The Primary Distribution shall be carried out by way of private placement as it is (i) addressed solely to qualified investors or (ii) to fewer than 150 natural or legal persons per Member State, other than qualified investors within the meaning of Article 1(4) of the Prospectus Regulation. 5.2 The Issuer shall have the right to issue the Bonds until the Final Issue Date. 5.3 The Issuer shall have the right to issue the Bonds up to the Maximum Aggregate Nominal Value. The Issuer shall have the right, until the Issue Date (including) of each Issue, to increase or decrease the Maximum Aggregate Nominal Value of the Issue or cancel the Issue. The Issuer shall have the right, after the Issue Date of each Issue, to decrease the Maximum Aggregate Nominal Value of the Issue. 5.4 After expiry of the relevant Subscription Period, the Issuer shall determine the Qualifying Purchase Offers. Based on the Qualifying Purchase Offers, the Issuer shall determine the extent of satisfying the Purchase Offers. If an Investor makes a Purchase Offer after the expiry of the Subscription Period, the Issuer may determine additional Qualifying Purchase Offers. 5.5 Investors whose Purchase Offers were partially or completely satisfied are obliged to transfer the Issue Price which has been indicated in the Confirmation and which is payable for the Bonds, to the current account which has been designated for payment of the Issue Price in the Confirmation at the latest by 11:00 (i.e. 11 am) on the relevant Payment Date or other date specified in the Confirmation (the latter is possible in case the Issuer in accordance with Section 4.6 hereof has treated as valid also Purchase Offers submitted after the relevant Subscription Period and this has caused the need to designate a later payment date). 5.6 The Bonds shall be registered in the Register in the securities or other accounts of the Investors (or their nominees) who subscribed to and paid for them in the course of the Primary Distribution. 5.7 The Issue shall be registered in accordance with the applicable legal acts and regulations. 5.8 The Issuer shall have the right to subscribe to the Bonds in the course of Primary Distribution. If the Issuer has subscribed to the Bonds in the course of the Primary Distribution, the Issuer as an Investor shall not be required to make payment for the Bonds in the course of the Primary Distribution. The Bonds shall be registered in the Register in the securities or other account of the Issuer a...

Primary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, each holder of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $1.00 (the “Original Series A Issue Price”) for each share of Series A Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares. If upon the occurrence of such event, the assets and funds of the Corporation legally available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred in proportion to the preferential amount each such holder is otherwise entitled to receive.

Primary Distribution. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, (i) each holder of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $1.00 (the “Original Series A Issue Price”) for each share of Series A Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares and (ii) each holder of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the sum of (x) $4.90 (the “Original Series B Issue Price”) for each share of Series B Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid dividends on such shares. If upon the occurrence of such event, the assets and funds of the Corporation legally available for distribution shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Preferred in proportion to the preferential amount each such holder is otherwise entitled to receive.

Primary Distribution. In the event of any Liquidation Event, each holder of Series E Preferred shall be deemed to be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of any other class of capital stock of this Corporation by reason of their ownership thereof, including the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series C-1 Preferred, the Series D Preferred and the Common Stock, an amount equal to the product of (1) 1.63 and (2) the sum of (A) $0.50 (the “Original Series E Issue Price”) for each share of Series E Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions, combinations, consolidation, or splits with respect to such shares) and (B) all declared but unpaid dividends on such shares.

Primary Distribution