Common use of Liquidation Event Clause in Contracts

Liquidation Event. (i) Upon any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares of Series A Preferred Stock shall be entitled to be paid in cash, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation and after satisfaction of all liabilities and obligations to creditors of the Corporation (or, with respect to a Change of Control Transaction in which consideration is payable to the stockholders of the Corporation, out of the consideration payable to the stockholders of the Corporation in connection therewith), but before any amount shall be paid or distributed to the holders of the Common Stock or any other Junior Stock, an amount in respect of each share of Series A Preferred Stock held by such holder equal to the Series A Preference Amount as of the effective date of such Liquidation Event. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon payment in full to the holder of such share of the Series A Preference Amount with respect to such share. After the prior payment in full of the Series A Preference Amount in connection with a Liquidation Event, the remaining assets and funds of the Corporation available for distribution to its stockholders, if any, shall be distributed among the holders of shares of Junior Stock then outstanding. (ii) If the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.

Liquidation Event. (i) Upon any liquidation, dissolution or winding up In the event of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event, the assets or proceeds available for distribution to the Shareholders or the dividends so distributed, as the case may be, shall be distributed as the case may be (the “Distributable Assets”)) in the following order and preference: (1) First, each holder the holders of Preferred Shares then outstanding shares of Series A Preferred Stock shall be entitled to be paid receive, from the Distributable Assets, prior and in cash, out preference to any distribution in respect of the assets Ordinary Shares, an amount for each Preferred Share held by them (the “Preference Amount”) equal to the greatest of (i) the sum of the Corporation or proceeds thereof (whether capital or surplus) available for distribution Original Issue Price of such share plus an amount equal to stockholders 3.0% of the Corporation and after satisfaction of all liabilities and obligations to creditors of the Corporation Original Issue Price for each full semi-annual period for which such Preferred Share has been outstanding (or, with respect to a Change of Control Transaction in which consideration is payable to the stockholders of the Corporation, out of the consideration payable to the stockholders of the Corporation in connection therewithwithout compounding), but before any (ii) the amount such holder would actually receive for each Preferred Share if such Preferred Share had been converted into Ordinary Shares immediately prior to such Liquidation Event, or (iii) two times the Original Issue Price. For the purpose of clause (ii) above, the computation will assume that (a) all Preferred Shares whose conversion or assumed conversion into Ordinary Shares would result in a greater distribution amount, shall be paid considered as if they have been so converted (without being required to actually convert), and (b) all other Preferred Shares (i.e. whose conversion or assumed conversion would not have yielded such greater amount) shall be considered as if they received the distribution amount that assumes no such conversion. In the event that the Distributable Assets are insufficient to pay in full the Preference Amount in respect of each Preferred Share then outstanding, then all of such Distributable Assets shall be distributed to on a pari passu basis among the holders of the Common Stock or any other Junior Stock, an amount Preferred Shares in respect of each share of Series A Preferred Stock held by such holder equal proportion to the Series A respective full Preference Amount as of the effective date of such Liquidation Event. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon payment in full to the holder of such share of the Series A Preference Amount with respect otherwise payable to such share. After the prior holders at that time under this Article 8(c)(iii)(1). (2) Second, after payment in full of the Series A Preference Amount in connection respect of all Preferred Shares then outstanding, in accordance with a Liquidation EventArticle 8(c)(iii)(1), the remaining assets and funds of the Corporation available for distribution to its stockholdersDistributable Assets, if any, shall be distributed among the holders of Ordinary Shares only (i.e. excluding any Ordinary Shares deemed issued upon the conversion of any Preferred Shares that participated in the distribution pursuant to Article 8(c)(iii)(1)) then outstanding, pro rata, based on the number of Ordinary Shares (on an as-converted basis) held by each such holder. Class A Shares and Class B Shares shall be treated equally, identically and ratably on a per share basis with respect to any consideration into which such Shares are converted or any consideration paid or otherwise distributed to shareholders of the Company in connection with a Liquidation Event, unless different treatment of the shares of Junior Stock then outstanding. (ii) If each such class is approved in separate Class Meetings of each of such classes, and in which a majority of the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, each such redemption to be effected from the holders thereof on a pro rata basis. Following the determination class present and voting in such meeting affirmatively vote in favor of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.treatment

Liquidation Event. (i) Upon the occurrence of any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares Holders of Series A H Preferred Stock Shares shall be entitled to be paid in cash, receive out of the assets of the Corporation or proceeds thereof (whether capital or surplus) legally available for distribution to stockholders shareholders of the Corporation and Corporation, (i) after satisfaction of all liabilities and obligations liabilities, if any, to creditors of the Corporation Corporation, (orii) 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 Change liquidating distribution or payment in full redemption of Control Transaction such Series H Preferred Shares in which consideration is payable an amount equal to the stockholders 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 Corporation, out Table of Contents Series H Preferred Shares or any Parity Securities and (y) the consideration payable Holders of outstanding Series H Preferred Shares shall be entitled to the stockholders of the Corporation Series H Liquidation Preference per share in connection therewith), but before cash concurrently with any amount shall be paid or distributed distribution made to the holders of Parity Securities and before any distribution shall be made to the holders of Common Stock Shares or any other Junior Stock, an amount in respect of each share Securities. Holders of Series A H Preferred Stock held by Shares shall not be entitled to any other amounts from the Corporation, in their capacity as Holders of such holder equal to shares, after they have received the Series A Preference Amount as of the effective date of such H Liquidation EventPreference. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon The payment in full to the holder of such share of the Series A H Liquidation Preference Amount with respect to such share. After the prior shall be a payment in full redemption of the Series A Preference Amount in connection with a Liquidation EventH Preferred Shares such that, the remaining assets from and funds after payment of the Corporation available for distribution to its stockholdersfull Series H Liquidation Preference, if any, any such Series H Preferred Share shall thereafter be distributed among the holders of shares of Junior Stock then cancelled and no longer be outstanding. (ii) If the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.

Liquidation Event. (i) Upon the occurrence of any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares Holders of Series A I Preferred Stock Shares shall be entitled to be paid in cash, receive out of the assets of the Corporation or proceeds thereof (whether capital or surplus) legally available for distribution to stockholders shareholders of the Corporation and Corporation, (i) after satisfaction of all liabilities and obligations liabilities, if any, to creditors of the Corporation Corporation, (orii) 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 Change liquidating distribution or payment in full redemption of Control Transaction such Series I Preferred Shares in which consideration is payable an amount equal to the stockholders Series I Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, 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 Corporation, out Series I Preferred Shares or any Parity Securities and (y) the Holders of the consideration payable outstanding Series I Preferred Shares shall be entitled to the stockholders of the Corporation Series I Liquidation Preference per share in connection therewith), but before cash concurrently with any amount shall be paid or distributed distribution made to the holders of Parity Securities and before any distribution shall be made to the holders of Common Stock Shares or any other Junior Stock, an amount in respect of each share Securities. Holders of Series A I Preferred Stock held by Shares shall not be entitled to any other amounts from the Corporation, in their capacity as Holders of such holder equal to shares, after they have received the Series A Preference Amount as of the effective date of such I Liquidation EventPreference. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon The payment in full to the holder of such share of the Series A I Liquidation Preference Amount with respect to such share. After the prior shall be a payment in full redemption of the Series A Preference Amount in connection with a Liquidation EventI Preferred Shares such that, the remaining assets from and funds after payment of the Corporation available for distribution to its stockholdersfull Series I Liquidation Preference, if any, any such Series I Preferred Share shall thereafter be distributed among the holders of shares of Junior Stock then cancelled and no longer be outstanding. (ii) If the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.

Liquidation Event. (i) Upon the occurrence of any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares of Series A Preferred Stock Holders shall be entitled to be paid in cash, receive out of the assets of the Corporation Company or proceeds thereof thereof, whether from capital, surplus or earnings, (whether capital or surplusi) available for distribution to stockholders of the Corporation and after satisfaction of all liabilities and obligations liabilities, if any, to creditors of the Corporation Company, (orii) 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 Change liquidating distribution or payment in full redemption of Control Transaction such Series B Preferred Shares in which consideration is payable an amount equal to the stockholders Series B Liquidation Preference per share. For purposes of clarity, upon the Corporationoccurrence of any Liquidation Event, out (x) the holders of then outstanding Senior Securities shall be entitled to receive the consideration payable applicable Liquidation Preference on such Senior Securities before any distribution shall be made to the stockholders Holders or holders of any Parity Securities, and (y) the Corporation in connection therewith), but before any amount Holders shall be paid or distributed entitled to the Series B 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 Stock Shares or any other Junior StockSecurities. Holders shall not be entitled to any other amounts from the Company, an amount in respect of each share of their capacity as Holders, after they have received the full Series A Preferred Stock held by such holder equal to the Series A Preference Amount as of the effective date of such B Liquidation EventPreference. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon The payment in full to the holder of such share of the Series A B Liquidation Preference Amount with respect to such share. After the prior shall be a payment in full redemption of the Series A Preference Amount in connection with a Liquidation EventB Preferred Shares such that, the remaining assets from and funds after payment of the Corporation available for distribution to its stockholdersfull Series B Liquidation Preference, if any, any such Series B Preferred Share shall thereafter be distributed among the holders of shares of Junior Stock then cancelled and no longer be outstanding. (ii) If the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.

Liquidation Event. (i) Upon the occurrence of any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder Holders of outstanding shares of Series A G Preferred Stock Shares shall be entitled to be paid in cash, receive out of the assets of the Corporation Company or proceeds thereof (whether capital or surplus) legally available for distribution to stockholders shareholders of the Corporation and Company, whether from capital, surplus or earnings, (i) after satisfaction of all liabilities and obligations liabilities, if any, to creditors of the Corporation Company, (orii) 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 Change liquidating distribution or payment in full redemption of Control Transaction such Series G Preferred Shares in which consideration is payable an amount equal to the stockholders Series G Liquidation Preference per share. 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 CorporationSeries G Preferred Shares or any Parity Securities, out and (y) the Holders of the consideration payable outstanding Series G Preferred Shares shall be entitled to the stockholders of the Corporation Series G Liquidation Preference per share in connection therewith), but before cash concurrently with any amount shall be paid or distributed distribution made to the holders of Parity Securities and before any distribution shall be made to the holders of Common Stock Shares or any other Junior Stock, an amount in respect of each share Securities. Holders of Series A G Preferred Stock held by such holder equal Shares shall not be entitled to any other amounts from the Series A Preference Amount Company, in their capacity as of the effective date Holders of such shares, after they have received the full Series G Liquidation EventPreference. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon The payment in full to the holder of such share of the Series A G Liquidation Preference Amount with respect to such share. After the prior shall be a payment in full redemption of the Series A Preference Amount in connection with a Liquidation EventG Preferred Shares such that, the remaining assets from and funds after payment of the Corporation full Series G Liquidation Preference, any such Series G Preferred Share shall thereafter be cancelled and no longer be outstanding. Partial Payment. If, in the event of any distribution or payment described in Section 5(a) above where the Company’s assets available for distribution to its stockholdersholders of the outstanding Series G Preferred Shares and any Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series G Preferred Shares and Parity Securities, if any, the Company’s then remaining assets or proceeds thereof legally available for distribution to shareholders of the Company shall be distributed among the holders Series G Preferred Shares and such Parity Securities, as applicable, ratably on the basis of shares their relative aggregate Liquidation Preferences. To the extent that the Holders receive a partial payment of Junior Stock then outstanding. (ii) If the amounts available for distribution by the Corporation to holders of their Series A Preferred Stock upon a G Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeemingPreference, such redemption partial payment shall reduce the Series G Liquidation Preference of their Series G Preferred Shares, but only to be effected from the holders thereof on a pro rata basis. Following the determination extent of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourthamount paid.

Liquidation Event. (ia) Upon any liquidation, dissolution or winding up In the event of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares of Series A Preferred Stock shall be entitled to be paid in cash, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation and after satisfaction of all liabilities and obligations to creditors of the Corporation (or, with respect to a Change of Control Transaction in which consideration is payable to the stockholders of the Corporation, out of the consideration payable to the stockholders of the Corporation in connection therewith), but before any amount shall be paid or distributed to the holders of the Common Stock or any other Junior Stock, an amount in respect of each share of Series A Preferred Stock held by such holder equal to the Series A Preference Amount as of the effective date of such Liquidation Event. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon payment in full to the holder of such share of the Series A Preference Amount with respect to such share. After the prior payment in full of the Series A Preference Amount in connection with a Liquidation Event, Borrower shall cause the remaining assets and funds related Net Liquidation Proceeds to be paid directly to Lender. On the Payment Date following each date on which Lender actually receives a distribution of Net Liquidation Proceeds, Borrower is deemed to have authorized Lender to prepay the outstanding principal balance of the Corporation available for distribution Mezzanine Note in an amount equal to its stockholdersone hundred percent (100%) of such Net Liquidation Proceeds, if any, together with interest accruing on such amount calculated through and including the end of the Interest Accrual Period in which such Payment Date occurs. Any amounts of Net Liquidation Proceeds in excess of the Debt shall be distributed among the holders of shares of Junior Stock then outstanding. (ii) If the amounts available for distribution paid to Borrower. Any prepayment received by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed Lender pursuant to this Section A.5(a)(ii2.5.2(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Date. (b) Borrower shall notify Lender of any contemplated Liquidation Event not later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of this Article Fourththe Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date written notice of such redemption shall take place in accordance with Section A.6 foreclosure sale is received by Borrower or Mortgage Borrower, and (ii) a refinancing of the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Article FourthSection 2.5.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or Transfer of the Property set forth in this Agreement and the other Loan Documents.