Dissolution and Liquidation of the Surviving Corporation. The Company shall reasonably cooperate with the Buyer Entities to deliver or caused to be delivered as soon as practicable after the date of this Agreement written notice of its election to liquidate, subject to the closing of the Mergers (the “Liquidation”), to the holders of its Company Series E Preferred Shares and, if so requested by the Buyer Entities, the holders of its Company Series D Preferred Shares, stating the date and place of payment of the amount distributable to the holders of the Company Series D Preferred Shares and Company Series E Preferred Shares in accordance with their respective terms, which notice will be delivered prior to the payment date stated in the notice (the “Liquidation Payment Date”) in accordance with the terms of the Company Series D Preferred Shares and Company Series E Preferred Shares. Unless prohibited or not permitted by MGCL, the Company shall obtain the Company Board’s approval for the Liquidation prior to the Effective Time. On the Liquidation Payment Date, the holders of the Company Series D Preferred Shares and Company Series E Preferred Shares will receive liquidating distributions from the Surviving Corporation equal to the full amounts payable to them upon a liquidation of the Surviving Corporation in accordance with their respective terms (in the aggregate, the “Preferred Liquidating Payment Amount”). Thereafter, the Surviving Corporation will undertake dissolution in accordance with the provisions of Subtitle 4 of Title 3 of the MGCL and will file articles of dissolution as required by the MGCL. Parent agrees to assume and discharge in accordance with their terms all of the liabilities and obligations of the Surviving Corporation effective on such Liquidation. The Liquidation shall be contingent upon the closing of the Mergers and any notice thereof shall so reflect. In the event that the Mergers are not consummated, the Liquidation and any notice thereof shall be null and void and the Company will not be obligated to proceed with the Liquidation.
Dissolution and Liquidation of the Surviving Corporation. As promptly as practicable following the Company Merger Effective Time, the Surviving Corporation shall deliver written notice of its election to liquidate and terminate its existence to the holders of the Company Series C Preferred Stock or Merger Sub Preferred Shares, as applicable, stating the date and place of payment of the amount distributable to such holders of such shares in accordance with the terms of the articles of incorporation of the Surviving Corporation relating to such shares, which notice will be delivered prior to the payment date stated in the notice (the “Liquidation Payment Date”) in accordance with the terms of the articles of incorporation of the Surviving Corporation relating to such shares. On the Liquidation Payment Date, the holders of such shares will receive distributions from the Surviving Corporation equal to the amounts payable to them upon a liquidation of the Surviving Corporation in accordance with the terms of the articles of incorporation of the Surviving Corporation relating to such shares.
Dissolution and Liquidation of the Surviving Corporation. As promptly as practicable following the Company Merger Effective Time, the Surviving Corporation shall deliver written notice of its election to liquidate and terminate its existence to the holders of the MergerCo Preferred Shares, stating the date and place of payment of the amount distributable to such holders of the MergerCo Preferred Shares in accordance with the terms of the Charter relating to the MergerCo Preferred Shares, which notice will be delivered prior to the payment date stated in the notice (the “Liquidation Payment Date”) in accordance with the terms of the Charter relating to the MergerCo Preferred Shares. On the Liquidation Payment Date, the holders of the MergerCo Preferred Shares will receive distributions from the Surviving Corporation equal to the amounts payable to them upon a liquidation of the Surviving Corporation in accordance with the terms of the Charter relating to the MergerCo Preferred Shares. The Surviving Corporation will undertake dissolution in accordance with the provisions of Subtitle 4 of Title 3 of the MGCL and will file articles of dissolution with the SDAT.
Dissolution and Liquidation of the Surviving Corporation. As promptly as practicable following the date hereof, and in any event no later than thirty (30) days prior to the Company Merger Effective Time, the Surviving Corporation shall deliver written notice of its election to liquidate and terminate its existence as of immediately following the Company Merger Effective Time to the holders of the MergerCo Series A Preferred Shares, stating the date and place of payment of the amount distributable to such holders of the MergerCo Series A Preferred Shares in accordance with the terms of the Articles of Incorporation relating to the MergerCo Series A Preferred Shares, which notice will be delivered prior to the payment date stated in the notice (the “Liquidation Payment Date”) in accordance with the terms of the Articles of Incorporation relating to the MergerCo Series A Preferred Shares. On the Liquidation Payment Date, the holders of the MergerCo Series A Preferred Shares will receive distributions from the Surviving Corporation equal to the amounts payable to them upon a liquidation of the Surviving Corporation in accordance with the terms of the Articles of Incorporation relating to the MergerCo Series A Preferred Shares. The Surviving Corporation will undertake dissolution in accordance with the provisions of Subtitle 4 of Title 3 of the MGCL and will file articles of dissolution with the SDAT.
