DISTRIBUTION ON LIQUIDATION Sample Clauses

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company 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 the Company 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 Company 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 the Current Market Price of a Lululemon Common Share on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by the Company causing to be delivered to such holder, for each such Exchangeable Share, one Lululemon Common Share plus an amount equal to all declared and unpaid dividends on each such 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 Callco of the Liquidation Call Right, the Company 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 such Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company 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 Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, on behalf of the Company, of the Lululemon Common Shares to which the holder is entitled (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of a...

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 At any point in time after the issuance of a Series II Exchangeable Share, in the event of the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs, a holder of Series II Exchangeable Shares shall be entitled, subject to applicable law, to receive pari passu with any holder of Series I Exchangeable Shares from the assets of the Company in respect of each Series II Exchangeable Share held by such holder on the effective date of such liquidation, dissolution or winding-up (the "Liquidation Date"), before any distribution of any part of the assets of the Company to the holders of the Common Shares or any other shares ranking junior to the Series II Exchangeable Shares, an amount equal to the Series II Exchangeable Share Consideration applicable on the last Business Day prior to the Liquidation Date (the Liquidation Amount"), which as set forth in Section 5.2, shall, subject to the exercise by Adsero Callco of the Liquidation Call Right, be fully paid and satisfied by the delivery by or on behalf of the Company of the Series II Exchangeable Share Consideration representing such holder's total Liquidation Amount. SECTION 5.2 On or promptly after the Liquidation Date, and subject to the exercise by Adsero Callco of the Liquidation Call Right, the Company shall cause to be delivered to the holders of the Series II Exchangeable Shares the Series II Exchangeable Share Consideration representing the Liquidation Amount for each such Series II Exchangeable Share upon presentation and surrender of the certificates representing such Series II Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Act and the constating documents of the Company and such additional documents and instruments as the Company may reasonably require, at the principal executive offices of the Company or at such other reasonable place as may be specified by the Board of Directors by notice to the holders of Series II Exchangeable Shares. The Series II Exchangeable Share Consideration representing the total Liquidation Amount for such Series II Exchangeable Shares shall be delivered to each holder, at the address of the holder recorded in the securities register of the Company for the Series II Exchangeable Shares or by holding for pick up by the holder at the place of del...

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. 5.1 In the event of the liquidation, dissolution or winding-up of ▇▇▇▇▇▇▇ Canada or any other distribution of the assets of ▇▇▇▇▇▇▇ Canada among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares will be entitled, subject to applicable law, to receive from the assets of ▇▇▇▇▇▇▇ Canada in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution or winding-up (the"Liquidation Date"), before any distribution of any part of the assets of ▇▇▇▇▇▇▇ Canada to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount equal to the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the"Liquidation Amount") in accordance with Section 5.2, which will be satisfied in full by ▇▇▇▇▇▇▇ Canada causing to be delivered to such holder a ▇▇▇▇▇▇▇ USA Common Share, together with all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. In connection with payment of the Liquidation Amount, ▇▇▇▇▇▇▇ Canada will be entitled to liquidate some of ▇▇▇▇▇▇▇ USA Common Stock which would otherwise be deliverable as Exchangeable Share Consideration to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by ▇▇▇▇▇▇▇ USA of the Liquidation Call Right, ▇▇▇▇▇▇▇ Canada will cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share on 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 applicable law and the by-laws of ▇▇▇▇▇▇▇ Canada and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of ▇▇▇▇▇▇▇ Canada or at any office of the Transfer Agent as may be specified by ▇▇▇▇▇▇▇ Canada in Schedule A hereto or by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares will be made by delivery to each holder, at the address of the holder recorded in the securities register of ▇▇▇▇▇▇▇ Canada for the Exchangeable Shares or by holding for pick up by the holder at the reg...

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. 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. 5.3. Upon the occurrence and during the continuation of an Event of Default, all rights of Debtor, upon notice given by Collateral Agent, to exercise the voting power and receive payments, which it would otherwise be entitled to pursuant to Section 5.2, shall cease and all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole right to exercise such voting power and receive such payments. 5.4. All dividends, distributions, interest and other payments which are received by Debtor contrary to the provisions of Section 5.3 shall be received in trust for the benefit of Collateral Agent, shall be segregated from other funds of Debtor, 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 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.