Liquidation Liquidation Sample Clauses

Liquidation Liquidation. Deferred Exchange Steps: Preference Preference New Series G Drawdown Used to Purchase Preferred 2.0 2.0 2.0 Full $2.0 billion drawn—enough for Purchase Price Net Offering Proceeds Used to Purchase Preferred 0.0 - 2.0 Purchase Price satisfied by Series G drawdown Preferred Transferred to UST 2.0 (2.0) 0.0 Full $2.0 billion liquidation preference paid off with SPV Preferred Additional Payment to UST to Redeem Series G: 0.0 - 0.0 Series G already paid off—no additional payment Results: Before After FRBNY SPV Payoff Amount 2.5 0.5 Old FRBNY SPV Payoff Amount less Purchase Price Net Offering Proceeds Available to AIG 2.2 2.2 Did not need actual Net Offering Proceeds to satisfy Purchase Price General Corporate Purposes Available Amount 2.0 0.0 Full $2.0 billion has been used—no additional availability Preferred Units Exchange Available Amount 2.0 0.0 Full $2.0 billion has been used—no additional availability
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Liquidation Liquidation. A. Upon dissolution of the Partnership and the failure to reconstitute the Partnership as provided in Section 6.05B, the General Partner (or if the dissolution is caused by the withdrawal, retirement, bankruptcy, dissolution, or removal of the General Partner, then the Person designated as "liquidating trustee" by the Consent of the Limited Partners, which "liquidating trustee" shall have all of the powers of the General Partner under this Agreement for purposes of liquidating and winding up the affairs of the Partnership) (the term "
Liquidation Liquidation. Deferred Exchange Steps: Preference Preference New Series G Drawdown Used to Purchase Preferred 1.7 1.7 1.7 Full $1.7 billion drawn—enough for Purchase Price Net Offering Proceeds Used to Purchase Preferred n/a - 1.7 Purchase Price satisfied by Series G drawdown Preferred Transferred to UST 1.7 (1.7) 0.0 Full $1.7 billion liquidation preference paid off with SPV Preferred Additional Payment to UST to Redeem Series G: 0.0 - n/a Series G already paid off—no additional payment Results: Before After FRBNY SPV Payoff Amount 1.7 0.0 FRBNY fully taken out Net Offering Proceeds Available to AIG n/a n/a No Equity Offering in this example General Corporate Purposes Available Amount 2.0 n/a Series G Draw Down Right expires on Conversion Date Preferred Units Exchange Available Amount 2.0 n/a No more SPV Preferred to purchase from FRBNY Example 8 (Conversion Date) $b Assumptions: FRBNY SPV Payoff Amount 1.7 Net Offering Proceeds n/a Prior Draws on Series G 1.0

Related to Liquidation Liquidation

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Combination; Liquidation While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof). Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price. In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above. After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

  • Cash Liquidation 7 Certificate...................................................................7

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Orderly Liquidation A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the losses normally attendant upon a liquidation.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

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