Common use of Rights Upon Liquidation Clause in Contracts

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of shares of Class N Excess Preferred Stock shall be entitled to receive, ratably with each other holder of shares of Preferred Equity Stock, that portion of the assets of the Corporation available for distribution to the holders of shares of Preferred Equity Stock as the number of shares of Class N Excess Preferred Stock held by such holder bears to the total number of shares of Preferred Equity Stock then outstanding. The Corporation, as holder of the Class N Excess Preferred Stock in trust, or if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute ratably to the Beneficiaries of the Trust, when and if determined in accordance with Section 13(J)(iv), any such assets received in respect of the Class N Excess Preferred Stock in any liquidation, dissolution or winding up of, or any distribution of, the assets of the Corporation. (a) Shares of Class N Excess Preferred Stock shall not be transferable. Subject to the last sentence of this clause (a), the Purported Record Transferee may freely designate a Beneficiary of an interest in the Trust (representing the number of shares of Class N Excess Preferred Stock held by the Trust attributable to a purported Transfer that resulted in the issuance of Class N Excess Preferred Stock), if (i) the Class N Excess Preferred Stock held in the Trust would not be Class N Excess Preferred Stock in the hands of such Beneficiary and (ii) the Purported Beneficial Transferee does not receive a price from such Beneficiary that reflects a price per share for such Class N Excess Preferred Stock that exceeds (x) the price per share such Purported Beneficial Transferee paid for the Class N Preferred Stock in the purported Transfer that resulted in the issuance of Class N Excess Preferred Stock, or (y) if the Transfer or other event that resulted in the issuance of Class N Excess Preferred Stock was not a transaction in which the Purported Beneficial Transferee gave full value for such Class N Excess Preferred Stock, a price per share equal to the Market Price on the date of the purported Transfer or other event that resulted in the issuance of Class N Excess Preferred Stock. Upon such transfer of an interest in the Trust, the corresponding shares of Class N Excess Preferred Stock in the Trust shall be automatically exchanged for an equal number of shares of Class N Preferred Stock and such Class N Preferred Stock shall be transferred of record to the transferee of the interest in the Trust if such Class N Preferred Stock would not be Class N Excess Preferred Stock in the hands of such transferee. Prior to any transfer of any interest in the Trust, the Purported Record Transferee must give advance notice to the Corporation of the intended transfer and the Corporation must have waived in writing its purchase rights under Section 13(J)(v). (b) Notwithstanding the foregoing, if a Purported Beneficial Transferee receives a price for designating a Beneficiary of an interest in the Trust that exceeds the amounts allowable under Section 13(J)(iv)(a), such Purported Beneficial Transferee shall pay, or cause such Beneficiary to pay, such excess to the Corporation.

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of, or any distribution of the assets of, the CorporationTrust, each holder of shares of Class N the Series E Preferred Excess Preferred Stock Shares shall not be entitled to receive, ratably with each other holder of shares of Preferred Equity Stock, that share in any portion of the assets of the Corporation available for distribution Trust. At such time as (i) the Trust has received the necessary shareholder approval with respect to the holders a voluntary liquidation of shares of Preferred Equity Stock as the number of shares of Class N Excess Preferred Stock held by such holder bears to the total number of shares of Preferred Equity Stock then outstanding. The Corporation, as holder of the Class N Excess Preferred Stock in trust, or if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute ratably to the Beneficiaries dissolution of the Trust, when and if determined in accordance with Section 13(J)(iv), any such assets received in respect or (ii) the Trust has become the subject of an order of a court of competent jurisdiction compelling an involuntary liquidation or dissolution of the Class N Trust, such Series E Preferred Excess Shares held in trust in the Series E Preferred Stock Excess Share Trust shall without further act be extinguished and each Purported Beneficial Transferee whose acquisition of Series E Preferred Shares resulted in any liquidation, dissolution or winding up of, or any distribution of, the assets Series E Preferred Excess Shares which has been extinguished pursuant to this Section 10(c) shall without further act become a creditor of the Corporation. (a) Shares Trust. The amount by which each such Purported Beneficial Transferee shall become a creditor of Class N Excess Preferred Stock shall not be transferable. Subject the Trust with respect to the last sentence of this clause (a), the Purported Record Transferee may freely designate a Beneficiary of an its now-extinguished interest in the Trust (representing the number of shares of Class N Series E Preferred Excess Preferred Stock Shares held by the Trust attributable to a purported Transfer that resulted in the issuance Series E Preferred Excess Shares) will be equal to the lesser of Class N (a) that amount of the distributable assets of the Trust to which such Series E Preferred Excess Shares would be entitled if such Series E Preferred Stock), if (i) the Class N Excess Preferred Stock held Shares were entitled to share ratably in the distributable assets of the Trust would not be Class N Excess Preferred Stock in the hands of such Beneficiary and as Common Shares, or (iib) the Purported Beneficial Transferee does not receive a price from such Beneficiary that reflects a price per share for such Class N Excess Preferred Stock that exceeds as appropriate, either (x1) the price per share paid by such Purported Beneficial Transferee paid for the Class N Series E Preferred Stock in the purported Transfer that resulted in the issuance of Class N Shares which were exchanged for Series E Preferred Excess Preferred StockShares, or (y2) if the Transfer or other event that resulted in the issuance of Class N Excess Preferred Stock was not a transaction in which the Purported Beneficial Transferee gave full did not give value for such Class N Excess Series E Preferred StockShares (having received such through a gift, device or otherwise), a price per share equal to the Market Price on the date of the purported Transfer or other event that resulted in the issuance of Class N Series E Preferred Excess Preferred StockShares. Upon such transfer of an interest in the Trust, the corresponding shares of Class N Excess Preferred Stock in the Trust shall be automatically exchanged for an equal number of shares of Class N Preferred Stock and such Class N Preferred Stock shall be transferred of record Payment to the transferee of the interest in the Trust if such Class N Preferred Stock would not be Class N Excess Preferred Stock in the hands of such transferee. Prior to any transfer of any interest in the Trust, the Purported Record Transferee must give advance notice to the Corporation of the intended transfer and the Corporation must have waived in writing its purchase rights under Section 13(J)(v). (b) Notwithstanding the foregoing, if a Purported Beneficial Transferee receives a price for designating a Beneficiary of an interest in the Trust that exceeds the amounts allowable under Section 13(J)(iv)(a), such Purported Beneficial Transferee shall pay, or cause such Beneficiary to pay, such excess be without interest and shall be due concurrently with the date of first distribution of liquidation proceeds to the Corporationholders of Equity Shares. If the Trust causes such liquidation or dissolution to be revoked or otherwise rescinded any Series E Preferred Excess Shares previously automatically extinguished pursuant to this Section 10(c) shall be automatically revived and any Purported Beneficial Transferees shall without further act cease to be creditors of the Trust as otherwise provided above.

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of, or any distribution of the assets of, the CorporationTrust, each holder of shares of Class N the Series F Preferred Excess Preferred Stock Shares shall not be entitled to receive, ratably with each other holder of shares of Preferred Equity Stock, that share in any portion of the assets of the Corporation available for distribution Trust. At such time as (i) the Trust has received the necessary shareholder approval with respect to the holders a voluntary liquidation of shares of Preferred Equity Stock as the number of shares of Class N Excess Preferred Stock held by such holder bears to the total number of shares of Preferred Equity Stock then outstanding. The Corporation, as holder of the Class N Excess Preferred Stock in trust, or if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute ratably to the Beneficiaries dissolution of the Trust, when and if determined in accordance with Section 13(J)(iv), any such assets received in respect or (ii) the Trust has become the subject of an order of a court of competent jurisdiction compelling an involuntary liquidation or dissolution of the Class N Trust, such Series F Preferred Excess Shares held in trust in the Series F Preferred Stock Excess Share Trust shall without further act be extinguished and each Purported Beneficial Transferee whose acquisition of Series F Preferred Shares resulted in any liquidation, dissolution or winding up of, or any distribution of, the assets Series F Preferred Excess Shares which has been extinguished pursuant to this Section 10(c) shall without further act become a creditor of the Corporation. (a) Shares Trust. The amount by which each such Purported Beneficial Transferee shall become a creditor of Class N Excess Preferred Stock shall not be transferable. Subject the Trust with respect to the last sentence of this clause (a), the Purported Record Transferee may freely designate a Beneficiary of an its now-extinguished interest in the Trust (representing the number of shares of Class N Series F Preferred Excess Preferred Stock Shares held by the Trust attributable to a purported Transfer that resulted in the issuance Series F Preferred Excess Shares) will be equal to the lesser of Class N (a) that amount of the distributable assets of the Trust to which such Series F Preferred Excess Shares would be entitled if such Series F Preferred Stock), if (i) the Class N Excess Preferred Stock held Shares were entitled to share ratably in the distributable assets of the Trust would not be Class N Excess Preferred Stock in the hands of such Beneficiary and as Common Shares, or (iib) the Purported Beneficial Transferee does not receive a price from such Beneficiary that reflects a price per share for such Class N Excess Preferred Stock that exceeds as appropriate, either (x1) the price per share paid by such Purported Beneficial Transferee paid for the Class N Series F Preferred Stock in the purported Transfer that resulted in the issuance of Class N Shares which were exchanged for Series F Preferred Excess Preferred StockShares, or (y2) if the Transfer or other event that resulted in the issuance of Class N Excess Preferred Stock was not a transaction in which the Purported Beneficial Transferee gave full did not give value for such Class N Excess Series F Preferred StockShares (having received such through a gift, device or otherwise), a price per share equal to the Market Price on the date of the purported Transfer or other event that resulted in the issuance of Class N Series F Preferred Excess Preferred StockShares. Upon such transfer of an interest in the Trust, the corresponding shares of Class N Excess Preferred Stock in the Trust shall be automatically exchanged for an equal number of shares of Class N Preferred Stock and such Class N Preferred Stock shall be transferred of record Payment to the transferee of the interest in the Trust if such Class N Preferred Stock would not be Class N Excess Preferred Stock in the hands of such transferee. Prior to any transfer of any interest in the Trust, the Purported Record Transferee must give advance notice to the Corporation of the intended transfer and the Corporation must have waived in writing its purchase rights under Section 13(J)(v). (b) Notwithstanding the foregoing, if a Purported Beneficial Transferee receives a price for designating a Beneficiary of an interest in the Trust that exceeds the amounts allowable under Section 13(J)(iv)(a), such Purported Beneficial Transferee shall pay, or cause such Beneficiary to pay, such excess be without interest and shall be due concurrently with the date of first distribution of liquidation proceeds to the Corporationholders of Equity Shares. If the Trust causes such liquidation or dissolution to be revoked or otherwise rescinded any Series F Preferred Excess Shares previously automatically extinguished pursuant to this Section 10(c) shall be automatically revived and any Purported Beneficial Transferees shall without further act cease to be creditors of the Trust as otherwise provided above.

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of, or any distribution of the assets of, the CorporationTrust, each holder of shares of Class N the Series G Preferred Excess Preferred Stock Shares shall not be entitled to receive, ratably with each other holder of shares of Preferred Equity Stock, that share in any portion of the assets of the Corporation available for distribution Trust. At such time as (i) the Trust has received the necessary shareholder approval with respect to the holders a voluntary liquidation of shares of Preferred Equity Stock as the number of shares of Class N Excess Preferred Stock held by such holder bears to the total number of shares of Preferred Equity Stock then outstanding. The Corporation, as holder of the Class N Excess Preferred Stock in trust, or if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute ratably to the Beneficiaries dissolution of the Trust, when and if determined in accordance with Section 13(J)(iv), any such assets received in respect or (ii) the Trust has become the subject of an order of a court of competent jurisdiction compelling an involuntary liquidation or dissolution of the Class N Trust, such Series G Preferred Excess Shares held in trust in the Series G Preferred Stock Excess Share Trust shall without further act be extinguished and each Purported Beneficial Transferee whose acquisition of Series G Preferred Shares resulted in any liquidation, dissolution or winding up of, or any distribution of, the assets Series G Preferred Excess Shares which has been extinguished pursuant to this Section 10(c) shall without further act become a creditor of the Corporation. (a) Shares Trust. The amount by which each such Purported Beneficial Transferee shall become a creditor of Class N Excess Preferred Stock shall not be transferable. Subject the Trust with respect to the last sentence of this clause (a), the Purported Record Transferee may freely designate a Beneficiary of an its now-extinguished interest in the Trust (representing the number of shares of Class N Series G Preferred Excess Preferred Stock Shares held by the Trust attributable to a purported Transfer that resulted in the issuance Series G Preferred Excess Shares) will be equal to the lesser of Class N (a) that amount of the distributable assets of the Trust to which such Series G Preferred Excess Shares would be entitled if such Series G Preferred Stock), if (i) the Class N Excess Preferred Stock held Shares were entitled to share ratably in the distributable assets of the Trust would not be Class N Excess Preferred Stock in the hands of such Beneficiary and as Common Shares, or (iib) the Purported Beneficial Transferee does not receive a price from such Beneficiary that reflects a price per share for such Class N Excess Preferred Stock that exceeds as appropriate, either (x1) the price per share paid by such Purported Beneficial Transferee paid for the Class N Series G Preferred Stock in the purported Transfer that resulted in the issuance of Class N Shares which were exchanged for Series G Preferred Excess Preferred StockShares, or (y2) if the Transfer or other event that resulted in the issuance of Class N Excess Preferred Stock was not a transaction in which the Purported Beneficial Transferee gave full did not give value for such Class N Excess Series G Preferred StockShares (having received such through a gift, device or otherwise), a price per share equal to the Market Price on the date of the purported Transfer or other event that resulted in the issuance of Class N Series G Preferred Excess Preferred StockShares. Upon such transfer of an interest in the Trust, the corresponding shares of Class N Excess Preferred Stock in the Trust shall be automatically exchanged for an equal number of shares of Class N Preferred Stock and such Class N Preferred Stock shall be transferred of record Payment to the transferee of the interest in the Trust if such Class N Preferred Stock would not be Class N Excess Preferred Stock in the hands of such transferee. Prior to any transfer of any interest in the Trust, the Purported Record Transferee must give advance notice to the Corporation of the intended transfer and the Corporation must have waived in writing its purchase rights under Section 13(J)(v). (b) Notwithstanding the foregoing, if a Purported Beneficial Transferee receives a price for designating a Beneficiary of an interest in the Trust that exceeds the amounts allowable under Section 13(J)(iv)(a), such Purported Beneficial Transferee shall pay, or cause such Beneficiary to pay, such excess be without interest and shall be due concurrently with the date of first distribution of liquidation proceeds to the Corporationholders of Equity Shares. If the Trust causes such liquidation or dissolution to be revoked or otherwise rescinded any Series G Preferred Excess Shares previously automatically extinguished pursuant to this Section 10(c) shall be automatically revived and any Purported Beneficial Transferees shall without further act cease to be creditors of the Trust as otherwise provided above.

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of, or any distribution of the assets of, the CorporationTrust, each holder of shares of Class N the Series H Preferred Excess Preferred Stock Shares shall not be entitled to receive, ratably with each other holder of shares of Preferred Equity Stock, that share in any portion of the assets of the Corporation available for distribution Trust. At such time as (i) the Trust has received the necessary shareholder approval with respect to the holders a voluntary liquidation of shares of Preferred Equity Stock as the number of shares of Class N Excess Preferred Stock held by such holder bears to the total number of shares of Preferred Equity Stock then outstanding. The Corporation, as holder of the Class N Excess Preferred Stock in trust, or if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute ratably to the Beneficiaries dissolution of the Trust, when and if determined in accordance with Section 13(J)(iv), any such assets received in respect or (ii) the Trust has become the subject of an order of a court of competent jurisdiction compelling an involuntary liquidation or dissolution of the Class N Trust, such Series H Preferred Excess Shares held in trust in the Series H Preferred Stock Excess Share Trust shall without further act be extinguished and each Purported Beneficial Transferee whose acquisition of Series H Preferred Shares resulted in any liquidation, dissolution or winding up of, or any distribution of, the assets Series H Preferred Excess Shares which has been extinguished pursuant to this Section 10(c) shall without further act become a creditor of the Corporation. (a) Shares Trust. The amount by which each such Purported Beneficial Transferee shall become a creditor of Class N Excess Preferred Stock shall not be transferable. Subject the Trust with respect to the last sentence of this clause (a), the Purported Record Transferee may freely designate a Beneficiary of an its now-extinguished interest in the Trust (representing the number of shares of Class N Series H Preferred Excess Preferred Stock Shares held by the Trust attributable to a purported Transfer that resulted in the issuance Series H Preferred Excess Shares) will be equal to the lesser of Class N (a) that amount of the distributable assets of the Trust to which such Series H Preferred Excess Shares would be entitled if such Series H Preferred Stock), if (i) the Class N Excess Preferred Stock held Shares were entitled to share ratably in the distributable assets of the Trust would not be Class N Excess Preferred Stock in the hands of such Beneficiary and as Common Shares, or (iib) the Purported Beneficial Transferee does not receive a price from such Beneficiary that reflects a price per share for such Class N Excess Preferred Stock that exceeds as appropriate, either (x1) the price per share paid by such Purported Beneficial Transferee paid for the Class N Series H Preferred Stock in the purported Transfer that resulted in the issuance of Class N Shares which were exchanged for Series H Preferred Excess Preferred StockShares, or (y2) if the Transfer or other event that resulted in the issuance of Class N Excess Preferred Stock was not a transaction in which the Purported Beneficial Transferee gave full did not give value for such Class N Excess Series H Preferred StockShares (having received such through a gift, device or otherwise), a price per share equal to the Market Price on the date of the purported Transfer or other event that resulted in the issuance of Class N Series H Preferred Excess Preferred StockShares. Upon such transfer of an interest in the Trust, the corresponding shares of Class N Excess Preferred Stock in the Trust shall be automatically exchanged for an equal number of shares of Class N Preferred Stock and such Class N Preferred Stock shall be transferred of record Payment to the transferee of the interest in the Trust if such Class N Preferred Stock would not be Class N Excess Preferred Stock in the hands of such transferee. Prior to any transfer of any interest in the Trust, the Purported Record Transferee must give advance notice to the Corporation of the intended transfer and the Corporation must have waived in writing its purchase rights under Section 13(J)(v). (b) Notwithstanding the foregoing, if a Purported Beneficial Transferee receives a price for designating a Beneficiary of an interest in the Trust that exceeds the amounts allowable under Section 13(J)(iv)(a), such Purported Beneficial Transferee shall pay, or cause such Beneficiary to pay, such excess be without interest and shall be due concurrently with the date of first distribution of liquidation proceeds to the Corporationholders of Equity Shares. If the Trust causes such liquidation or dissolution to be revoked or otherwise rescinded any Series H Preferred Excess Shares previously automatically extinguished pursuant to this Section 10(c) shall be automatically revived and any Purported Beneficial Transferees shall without further act cease to be creditors of the Trust as otherwise provided above.