DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.
5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in r...
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.
5.2 So long as no Event of Default exists, Debtor shall be entitled (i) to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lenders and does not impair the Collateral and (ii) may receive and retain any and all dividends, interest payments or other distributions paid in respect of the Collateral.
DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, subject to the exercise by BEI of the Liquidation Call Right and subject to the terms and conditions set forth in this Section 5,a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "LIQUIDATION DATE") of the Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "LIQUIDATION AMOUNT") equal to (i) the Current Market Price of a BEI Share on the last Business Day prior to the Liquidation Date (which, subject to applicable law, shall be satisfied in full by the Corporation causing to be delivered to such holder one BEI Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.
5.2 The Corporation shall notify the holders of the Exchangeable Shares (by way of notice to the Transfer Agent, if any), of any proposed liquidation, dissolution or winding-up of the Corporation, at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation, and promptly upon receiving notice of or becoming aware of any claim, suit, petition or other proceeding with respect to an involuntary liquidation, dissolution or winding-up of the Corporation.
5.3 On or promptly after the Liquidation Date, provided that the Liquidation Call Right has not been exercised by BEI, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, free and clear of all liens, claims and encumbrances, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent, the Corporation or BEI may reasonably require, at the registered office of the Corporation (or at any office of the Transfer Agent as may be specified by the Corporation by notic...
DISTRIBUTION ON LIQUIDATION. 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Shareholders shall accept same in trust for the Lender and shall deliver same to the Lender to be applied to the Obligations then due, in accordance with the terms of the Note.
5.2 Prior to any Event of Default (as defined herein), Shareholders shall be entitled to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lender and does not impair the Collateral.
DISTRIBUTION ON LIQUIDATION. (a) Upon the dissolution of the Company by the occurrence of any event described in Section 10.2 hereof and subject to the provisions of Section 10.3 hereof, the Liquidator will be designated within sixty (60) days of such event by the Members, and the Liquidator will proceed to liquidate the assets of the Company, wind up its affairs, and apply and distribute the proceeds as provided for in Section 6.1 hereof.
(b) All liquidating distributions shall be made, and all liabilities of the Company shall be discharged, no later than the latest of (i) the end of such taxable year of the Company, (ii) ninety days after the date of such liquidation, and (iii) such longer period of time as may be permissible hereafter under IRC Section 704(b) and the regulations promulgated thereunder. Subject to the foregoing sentence, the Liquidator shall ensure that the liquidation of the assets of the Company and the discharge of its liabilities proceeds in an orderly manner, so as to minimize any possible losses attendant upon the dissolution of the Company. The provisions of Article VI hereof relating to the allocation of cash proceeds and income, gains, losses, deductions and credits will be applicable during the period of liquidation.
(c) Upon the completion of the liquidation of the Company, the Liquidator will provide each Member with a report showing the information required under Section 8.3 hereof for the period from the date of the last annual report prepared under Section 8.3 hereof to the date of the final distribution of the proceeds of liquidation of the Company.
DISTRIBUTION ON LIQUIDATION. 5.1 In the event of the liquidation, dissolution or winding-up of Bowater Canada or any other distribution of the assets of Bowater Canada among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of Bowater Canada in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of Bowater Canada among the holders of the Common Shares, the Preferred Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share (the "Liquidation Amount") equal to:
(a) the Current Market Price of a Bowater Common Share on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by Bowater Canada causing to be delivered to such holder one Bowater Common Share; plus
(b) the right to receive the full amount when paid of all unpaid dividends on each such Exchangeable Share for which the record date has occurred prior to the Liquidation Date.
5.2 On or promptly after the Liquidation Date, and subject to the exercise by Bowater Holdings of the Liquidation Call Right, Bowater Canada shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of Bowater Canada and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of Bowater Canada or at any office of the Transfer Agent as may be specified by Bowater Canada by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of Bowater Canada for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of Bowater Canada or at any office of the Transfer Agent as may be specified by Bowater Canada by notice to the holders of Exchangeable Shares, on behalf of Bowater Canada of certificates representing Bowater Common Shares (which shares shall be duly issued as...
DISTRIBUTION ON LIQUIDATION. (a) If any sum is paid as a liquidating distribution on or with respect to the Collateral, the Company shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Notes.
(b) So long as no Event of Default exists, The Company shall be entitled (i) to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Secured Parties and does not impair the Collateral and (ii) may receive and retain any and all dividends, interest payments or other distributions paid in respect of the Collateral.
(c) Upon the occurrence and during the continuation of an Event of Default, all rights of the Company, upon notice given by the Collateral Agent, to exercise the voting power and receive payments, which it would otherwise be entitled to pursuant to Section 5(b), shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting power and receive such payments. NEWYORK01 1048677v3 362761-000013 05/20/2005
(d) All dividends, distributions, interest and other payments which are received by the Company contrary to the provisions of Section 5(c) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Company, and shall be forthwith paid over to Collateral Agent as Collateral in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Collateral and as further collateral security for the Obligations.
DISTRIBUTION ON LIQUIDATION. Notwithstanding any other provision of this Agreement, in the event of a liquidation, the Company shall make liquidating distributions within the period prescribed in the Treasury Regulations under Section 704(b) of the Code.
DISTRIBUTION ON LIQUIDATION. In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of the Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares of the Corporation, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Big Flash Common Share on the last Business Day prior to the Liquidation Date (which may be satisfied in full by the Corporation causing an instruction to be given to the Trustee to deliver, in respect of each Exchangeable Share held by each respective holder thereof, one Big Flash Common Share, and obtaining written confirmation of such delivery by the Trustee), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.
DISTRIBUTION ON LIQUIDATION. Upon an event of liquidation, the business of the Company shall be wound up, the Manager shall take full account of the Company assets and liabilities, and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Members in accordance with Article VI as if such assets had been sold at their fair market value at the time of liquidation. If any assets are distributed to a Member, rather than sold, the Distribution shall be treated as a Distribution equal to the fair market value of the asset at the time of the liquidation. The assets of the Company shall be used and distributed in the following order of priority:
(a) To the payment of all debts and liabilities of the Company, including all fees due the Members and their Affiliates, and including any loans or advance that may have been made by the Members to the Company, in the order of priority as provided by law;
(b) To the establishment of any reserves reasonably deemed necessary by the Manager or the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company;
(c) To DRF in an amount equal to $1,108,000 (less any amounts which have been paid to DRF under Section 6.3(c) in respect of any Distributions made from the proceeds of a refinancing or refinancings;
(d) To Telex in an amount equal to the amount distributed to DRF under (c) above; and
(e) To the extent of any balance remaining to each Member, ratably in proportion to its respective Membership Percentage Interest.
