Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).
Appears in 29 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the IssuerCorporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the IssuerCorporation, subject to the rights of any creditors of the IssuerCorporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).
Appears in 23 contracts
Samples: Merger Agreement (First Defiance Financial Corp), Securities Purchase Agreement, Securities Purchase Agreement
Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on each such amount), whether or not declared, to the date of payment share (such amounts collectively, the “Liquidation Preference”).
Appears in 7 contracts
Samples: Securities Purchase Agreement, Assignment and Assumption Agreement (Sunshine Bancorp, Inc.), Merger Agreement (Center Bancorp Inc)
Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the IssuerCorporation, whether voluntary or involuntary, holders Holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the IssuerCorporation, subject to the rights of any creditors of the IssuerCorporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and or any other Junior Stock or other stock of the Issuer Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount (the “Liquidation Preference”) equal to the sum of (ix) the Liquidation Amount per share and (iiy) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a3(c) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”)payment.
Appears in 5 contracts
Samples: Share Exchange Agreement (Citigroup Inc), Exchange Agreement (Citigroup Inc), Exchange Agreement
Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the IssuerCorporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the IssuerCorporation, subject to the rights of any creditors of the IssuerCorporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “"Liquidation Preference”").
Appears in 4 contracts
Samples: Exchange Agreement, Exchange Agreement, Exchange Agreement
Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred StockStock held by them, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Junior Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distributiondistribution (other than, for the avoidance of doubt, unpaid tax distributions on junior membership interests of GMAC LLC pursuant to Section 5.1(e) of the LLC Agreement and consistent with Section 4(b) of the Plan of Conversion), payment in full in an amount equal to the sum of (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement, Securities Purchase and Exchange Agreement (Gmac Inc.)
Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the IssuerCorporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders shareholders of the IssuerCorporation, subject to the rights of any creditors of the IssuerCorporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a4(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).
Appears in 1 contract