Liquidation Entitlement definition

Liquidation Entitlement means, as of any date with respect to each share of Series A, the greater of (1) (a) the Stated Amount plus (b) the aggregate amount of cumulative unpaid Preference Dividends (whether or not authorized or declared) as of such date and (2) (a) the amount the Holders of Series A would receive if such shares were converted immediately prior to the Liquidation Event into Common Stock pursuant to Section 7(c) plus (b) the aggregate amount of cumulative unpaid Preference Dividends (whether or not authorized or declared) as of such date.
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Liquidation Entitlement means in respect of each Participation Capital Note the aggregate of (i) the Initial Liquidation Entitlement as reduced by any Loss of the Bank, provided that it shall not be reduced to less than zero; (ii) any accrued and unpaid Remuneration Payments for the then current remuneration period and (iii) any Additional Amounts and/or Noteholder Gross-Up Amounts (for the avoidance of doubt, payment of any amounts pursuant to (ii) and (iii) (to the extent that such payments arise in respect of payments made pursuant to (ii)) being subject to availability of sufficient Distributable Profits);
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Liquidation Entitlement means an amount equal to the greater of (a) the subscription price of the Series 2 Preferred Share plus a return on that subscription price equal to 7% per annum, calculated on a daily basis from the date of issue of the Series 2 Preferred Share to the date of the Liquidation Event and (b) the product of the number of Underlying Shares and the per share amount to be distributed to the holders of the Common Shares upon the Liquidation Event after giving effect to any payments to be paid on the Series 2 Preferred Share and any other shares (other than the Series 2 Preferred Share) ranking prior to the Common Shares upon the Liquidation Event;
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Examples of Liquidation Entitlement in a sentence

  • In the event of the occurrence of any Liquidation Event, before any Distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Liquidation Junior Stock, the Holders of Series A will be entitled to receive out of the assets of the Corporation legally available for distribution to its stockholders an amount equal to the Aggregate Liquidation Entitlement.

  • The Liquidation Entitlement payable on a series of Preferred Units shall be divided rateably amongst the holders of the Preferred Units of such series that are issued and outstanding on the record date for such distribution(s), and a holder of fractional Preferred Units is entitled to receive a Liquidation Entitlement in respect of the fractional Preferred Units in accordance with the rights attaching to the Preferred Unit Class.

  • The following is a disclosure of material risk factors that may affect the Bank's ability to generate Distributable Profits, and/or may affect theamount of the Remuneration and the Liquidation Entitlement available to the Certificate Holders.

  • The following is a disclosure of material risk factors that may affect the Bank's ability to generate Distributable Profits, and/or may affect the amount of the Remuneration and the Liquidation Entitlement available to the Certificate Holders.

  • Claims against the Issuer for payment of Distributions and sums in respect of the Redemption Price or Liquidation Entitlement of the Preferred Securities will be prescribed unless made within 10 years from the date on which such payment becomes due or, if later, the date on which the Issuer makes such payment available to Holders.

  • In the event of a Liquidation Event, the holder of the Series 2 Preferred Share shall be entitled to receive from the assets of the Corporation an amount equal to the Liquidation Entitlement.

  • Liquidation Entitlement If we are liquidated, dissolved or wound-up, the proceeds thereof, after payment of all expenses and outstanding indebtedness, will be paid to the holders of our Preferred Shares up to the amount paid to us for their Preferred Shares.

  • The Remuneration Amount will be calculated by multiplying the Rate of Remuneration for such Remuneration Period with the Initial Liquidation Entitlement, (a) from and including the Issue Date to but excluding the Reset Date, on the basis of the actual number of days elapsed, divided by the actual number of days (365 or 366) and (b) thereafter on the basis of the actual number of days elapsed, divided by 360.

  • In the event of a Liquidation Event, the holder of the Series 3 Preferred Share shall be entitled to receive from the assets of the Corporation an amount equal to the Liquidation Entitlement.

  • The Remuneration Amount will be calculated by multiplying the Rate of Remuneration for such Remuneration Period with the Initial Liquidation Entitlement, (a) from and including the issue date7 to but excluding theReferenzzinssatz für den vorangehenden Feststellungstermin der Vergütung.


More Definitions of Liquidation Entitlement

Liquidation Entitlement means an amount equal to the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated on a daily basis from the date of issue of the Series Four Preferred Share to the date of the Liquidation Event;
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Liquidation Entitlement means the entitlement of the holder of a Tier 1 Bond in the event of the liquidation of the Issuer, and is equal to the Original Notional Amount or, following Contingent Write-down or Subsequent Write-down, if any, is equal to the then Prevailing
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Liquidation Entitlement means the Liquidation Claim Amount per Preferred Security provided that, notwithstanding the availability of sufficient assets of the Issuer to pay the Liquidation Claim Amount, if, at the time such Liquidation Claim Amount is to be paid, proceedings are pending or have been commenced for the voluntary or involuntary liquidation, dissolution or winding-up of Cofinoga, the Liquidation Claim Amount per Preferred Security and the liquidation distribution per security paid to the holders of all Cofinoga Parity Securities, shall not exceed the amount per security that would have been paid as the liquidation distribution from the assets of Cofinoga (after payment in full in accordance with French law of all Senior Indebtedness) had the Preferred Securities and all Cofinoga Parity Securities been issued by Cofinoga and ranked (x) junior to all liabilities of Cofinoga (other than any liability expressed to rank pari passu with this Exchange Support Agreement), (y) pari passu with all Cofinoga Parity Securities and (z) senior to Cofinoga Ordinary Shares. If the Liquidation Claim Amount and any other such liquidation distributions cannot be made in full by reason of this limitation, such amounts will be payable pro rata in the proportion that the amount available for payment bears to the full amount that would have been payable but for such limitation.
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Related to Liquidation Entitlement

  • Liquidation Event means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole.

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Liquidation Price means the price at which the Trustee sells the Underlying Securities.

  • Liquidation Trust means the trust created pursuant to the Liquidation Trust Agreement on the Effective Date in accordance with the Plan, the Confirmation Order and the Liquidation Trust Agreement.

  • Liquidation Parity Stock means any class or series of stock of the Corporation (other than the Series L Preferred Stock) that ranks equally with the Series L Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Tradeable Shares pursuant to Section 5.2(b) on the earlier of the Final Scheduled Termination Date or an Early Termination Date.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

  • Liquidation Profits As to any Distribution Date and any Mortgage Loan that became a Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in respect of such Liquidated Loan over (ii) the unpaid principal balance of such Liquidated Loan plus accrued interest thereon in accordance with the amortization schedule at the time applicable thereto at the applicable Net Mortgage Interest Rate from the Due Date to which interest was last paid with respect thereto through the last day of the month preceding the month in which such Distribution Date occurs.

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Senior Liquidation Amount For any Distribution Date, the sum of (A) the aggregate, for each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Senior Percentage of the Principal Balance of such Mortgage Loan and (ii) the Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Senior Prepayment Percentage of any Subsequent Recoveries for such Distribution Date.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • Liquidation means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended, if the Company fails to consummate a Business Combination.

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Liquidation Value With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Lower-Tier Distribution Account A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier REMIC.

  • Liquidation Trust Agreement means the Liquidation Trust Agreement to be dated as of the Effective Date establishing the terms and conditions of the Liquidation Trust, substantially in the form attached hereto as Exhibit B.

  • Pro-rata Liquidation means an amount equal to the liquidation of the relevant Collateral Assets held in the Margin Account for a Series of ETP Securities, pro rata to the amount of ETP Securities being redeemed divided by the total number of ETP Securities for such Series, after the pro rata deduction of all costs and expenses incurred by the Issuer in connection with the liquidation of such Collateral Assets, the pro rata deduction of the Arranger Fee and any Funding and Brokerage Fees.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Liquidation Amount means $1,000 per share of Designated Preferred Stock.

  • Liquidation Date means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

  • Certificate Distribution Account has the meaning assigned to such term in the Trust Agreement.

  • Liquidation Trustee means the trustee appointed jointly by the Debtors and the Creditors’ Committee, and identified in the Plan Supplement, to serve as the liquidation trustee under the Liquidation Trust Agreement, or any successor appointed in accordance with the terms of the Plan and Liquidation Trust Agreement.

  • Upper-Tier Distribution Account A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier REMIC.

  • Note Distribution Account means the account designated as such, established and maintained pursuant to Section 5.1(a)(ii).

  • Cash Liquidation As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan.

  • Deemed Liquidation Event means (a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.