Liquidation Event. 22- Liquidation Proceeds................................................................-22- Loan-to-Value Ratio.................................................................-22-
Liquidation Event. No event has occurred and is continuing that constitutes a Liquidation Event, Unmatured Liquidation Event or Credit Event.
Liquidation Event. Upon the occurrence of any Liquidation Event, Holders of Series H Preferred Shares shall be entitled to receive out of the assets of the Corporation or proceeds thereof legally available for distribution to shareholders of the Corporation, (i) after satisfaction of all liabilities, if any, to creditors of the Corporation, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Parity Securities then outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Shares and any other classes or Series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series H Preferred Shares in an amount equal to the Series H Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made to the Holders of the Table of Contents Series H Preferred Shares or any Parity Securities and (y) the Holders of outstanding Series H Preferred Shares shall be entitled to the Series H Liquidation Preference per share in cash concurrently with any distribution made to the holders of Parity Securities and before any distribution shall be made to the holders of Common Shares or any other Junior Securities. Holders of Series H Preferred Shares shall not be entitled to any other amounts from the Corporation, in their capacity as Holders of such shares, after they have received the Series H Liquidation Preference. The payment of the Series H Liquidation Preference shall be a payment in redemption of the Series H Preferred Shares such that, from and after payment of the full Series H Liquidation Preference, any such Series H Preferred Share shall thereafter be cancelled and no longer be outstanding.
Liquidation Event. (i) any Casualty to the Property or any material portion thereof, (ii) any Condemnation of the Property or any material portion thereof, (iii) a Transfer of the Property in connection with realization thereon following an Event of Default under the Senior Loan, including without limitation a foreclosure sale, or (iv) any refinancing or payoff of the Property or the Senior Loan permitted hereunder (including any refund of reserves on deposit with Senior Lender (but not disbursements therefrom)).
Liquidation Event. Subject to the rights of the shares of any other class ranking senior to the Restricted Voting Shares with respect to priority upon a Liquidation Event, in the event of a Liquidation Event, the holders of Restricted Voting Shares and the holders of Common Shares shall participate rateably in equal amounts per share, without preference or distinction, in the remaining assets of the Company.
Liquidation Event. If any Liquidation Event shall have occurred and be continuing, then the Issuer Security Trustee may or, at the direction of the Required Noteholders, shall, subject to being indemnified and/or secured and/or prefunded to its satisfaction, exercise from time to time any rights and remedies available to it as the result of such occurrence under the FleetCo Related Documents.
Liquidation Event. If the Company is liquidated in accordance with the provisions of its Certificate of Incorporation, then the Warrants shall be deemed to have been exercised.
Liquidation Event. The term “Liquidation Event” shall mean (1) a public offering of the Common Stock registered pursuant to the Securities Act where there is a Minimum Public Float immediately following such offering, (2) a merger or other business combination or recapitalization whereby the Common Stock is exchanged for cash and/or publicly traded equity or debt securities in another entity or a combination of cash and other non-publicly traded equity or debt securities where cash constitutes at least a majority of the consideration to be received in such merger, business combination or recapitalization or (3) a sale or other disposition of all or substantially all of the Company’s assets to another entity, for cash and/or publicly traded equity or debt securities of another entity or a combination of cash and other non-publicly traded equity or debt securities where cash constitutes at least a majority of the proceeds of such sale or disposition, in each case, other than to the Company, any subsidiary of the Company, or any entity controlled by the ultimate control persons of the Company. Memorandum. The term “Memorandum” shall have the meaning ascribed to it in Section 2.1.
Liquidation Event. If a Triggering Event (defined in Section 5.2) occurs with respect to either Party (the "Affected Party", as defined in Section 5.2) at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after notice from the Affected Party to the Notifying Party of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will be liquidated ("Liquidation Date") except as provided in Section 13.3, and/or (ii) withhold any payments or performance due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 5.2 as it may apply to any Party, all Transactions and this Agreement in respect thereof shall automatically be liquidated, without notice, as if a Liquidation Date has been immediately declared except as provided in Section 13.3. If a Liquidation Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the liquidation of the liquidated Transactions (the "Liquidation Payment"). The Liquidation Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been liquidated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining and adding the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All liquidated Transactions shall be netted against each other and upon such netting if the calculation of the Liquidation Payment does not result in damages to the Notifying Party, the Liquidation Payment shall be zero. The Notifying Party shall give the Affected Party written notice of the amount of the Liquidation Payment, inclusive of a statement showing its determination. The Affected...
Liquidation Event. Borrower consummates a Liquidation Event where the acquirer or resulting entity either: (i) does not pay off the Obligations at the closing of the acquisition, merger or sale; or (ii) does not provide an unconditional, unlimited guaranty of the Obligations in form and substance satisfactory to Lender and is of a credit quality unacceptable to Lender.
