Company Liquidation. In the event a voluntary or involuntary dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of the assets of the Company) is at any time proposed, the Company shall give at least ten (10) days’ written notice to Payee prior to the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the proposed transaction. Such notice shall contain: (i) the date on which the transaction is to take place, (ii) the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction, (iii) a brief description of the transaction, (iv) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction, and (v) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, the Conversion Right granted under this Note shall terminate.
Company Liquidation. In the event of a Liquidation Event (as defined below) or Deemed Liquidation Event with respect to the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Original Issue Price, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Liquidation Amount”), and (ii) the Fair Market Value (determined as in accordance with Section 6.1) of a single share of Series A Preferred Stock as of the date of the Liquidation Event or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “Liquidation Price”).
Company Liquidation. Immediately following the Bank Consolidation, Acquiror shall contribute all of its common stock in Company (then a subsidiary of Acquiror) to the consolidated bank and Company shall adopt a plan of complete liquidation transferring all of its assets and liabilities to the consolidated bank and the separate corporate existence of Company shall then immediately cease.
Company Liquidation. 7.1 If an effective resolution is passed for the voluntary winding-up of the Company, the Option-holder may exercise his Option within the period of 40 days after the adoption of the resolution by the shareholders, which exercise may be conditional on the consummation of such liquidation, and at the end of that period the Option shall, subject to Clause 9, lapse.
Company Liquidation. In case of liquidation of the joint venture company, Party A has the right to take back the investment of USD3 million in priority for the company's assets under any circumstances. If the company still has distributable assets after Party A exercises the priority, all parties shall distribute them uniformly according to their respective share proportions.
Company Liquidation. Immediately following the Bank Consolidation, Company shall adopt a plan of complete liquidation transferring all of its assets and liabilities to Acquiror and the separate corporate existence of Company shall then immediately cease.
Company Liquidation. During the Term, in the event a Company Liquidation (as defined below) is commenced, Xx. Xxxxxxxxxx shall be entitled to accelerated vesting of all his incentive awards (other than performance-based incentive awards) that would otherwise vest after the date on which the Company Liquidation commences. For the avoidance of doubt, accelerated vesting will not apply to Xx. Xxxxxxxxxx’x performance-based incentive awards which are not vested on such date. For purposes of this Agreement, “Company Liquidation” shall mean the liquidation, dissolution or winding up of the Company and/or all or substantially all of its assets or operations, following approval by stockholders of the Company of a plan for such liquidation, dissolution or winding up or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee or similar officer for the Company.
Company Liquidation. Subject to Sections 3.13 and 4.2, if Xx. Xxxxxxxxxx’x employment is terminated by reason of a Company Liquidation, Xx. Xxxxxxxxxx shall be entitled to payment of (i) the amounts described in clauses (i), (ii) and (iv) of Section 3.3 paid as described in Section 3.3; provided that Xx. Xxxxxxxxxx has executed a Severance Agreement and Release no later than 7 days prior to the first date of any such payments.
Company Liquidation. In the event of dissolution or liquidation of Company during the period of this Agreement, in such a manner as to entitle the holders of shares of any class of its stock to liquidating dividends, Trustee shall cause all liquidating dividends to be distributed by Company pro rata among Shareholders in proportion to the number of shares of those respective classes of stock upon which liquidating dividends are paid, represented by the Certificates issued to and held by each of them.
