Liquidation Payment. Subject to the rights of any series of preferred stock which by its terms expressly ranks senior to the Series E Preferred Stock in respect of the right to receive payment of the distribution of assets upon liquidation of the Corporation which may from time to time come into existence, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, then out of the assets of the Corporation before any distribution or payment to the holders of Junior Stock (as to dividends or upon liquidation, dissolution or winding up), but subject to paragraph (b) below, the holders of the Series E Preferred Stock shall be entitled to be paid out of assets of the Corporation legally available for distribution to stockholders, in respect of each share of Series E Preferred Stock, the greater of (i) the Liquidation Preference, plus accrued and unpaid dividends whether or not declared, if any (or a pro rata portion thereof with respect to fractional shares), to the date of final distribution and (ii) the amount that such holder would have been entitled to receive in respect of the Common Stock into which such share of Series E Preferred Stock could have been converted assuming that, immediately prior to such event of liquidation, dissolution or winding up of the Corporation, all holders of Series E Preferred Stock had, pursuant to, and in accordance with, Section 6, converted all shares of Series E Preferred Stock into shares of Common Stock (but, for purposes of this clause (ii), without taking into account any limitations or restrictions on the convertibility of the shares of Series E Preferred Stock and without taking into account any adjustment to the Conversion Ratio pursuant to Section 6(g)). Except as provided in this Section 5(a), the holders of the Series E Preferred Stock shall be entitled to no other or further distribution in connection with such liquidation, dissolution or winding up and shall have no further right or claim to any of the remaining assets of the Corporation. Absent an actual liquidation, dissolution or winding up of the Corporation, no merger or consolidation, share exchange, sale of all or substantially all of the assets of the Corporation or any other similar reorganization or change of control transaction involving the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section 5.
Liquidation Payment. In the event that this Note is paid by the Borrower on or after the Maturity Date without having been redeemed by the Borrower prior thereto pursuant to Section 1(a) or 1(b), then upon the closing of a Qualified Public Offering or a Sale Event after the Maturity Date, the Borrower shall pay to the Lender at the time of such closing an additional amount equal to ten percent (10%) of the total principal amount of this Note paid by the Borrower on or after the Maturity Date.
Liquidation Payment. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series D Preferred Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of the Series B Redeemable Preferred Stock and any class or series of equity securities of the Corporation ranking senior to the Series D Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of equity securities the Corporation may issue which ranks junior to the Series D Preferred Stock as to liquidation rights.
Liquidation Payment. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, the holder of the Series B Stock (if then outstanding) shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of any class of capital stock of the Corporation ranking junior upon liquidation to the Series B Stock, an amount equal to $1.00 per share. The merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation shall not in any event be considered a dissolution, liquidation or winding up of the Corporation under this paragraph (d).
Liquidation Payment. In the event this Agreement is to be terminated pursuant to section 16(b)(3)(A), XXX shall pay to Bonneville on the date provided in section 16(b)(3)(A) as liquidated damages the sum of $20,000,000, which payment shall be Bonneville's sole and exclusive remedy (in addition to such termination) for a failure to make any payment when due pursuant to sections 8(a) and (b), but shall not in any way limit Bonneville's rights as provided in section 18(d) hereof. The Parties hereby acknowledge and agree that such amount represents a reasonable estimate of the revenues Bonneville would receive under this Agreement over the time that may be required for Bonneville, in the exercise of reasonable diligence, to License or otherwise re-market all Dark Fibers covered by this Agreement, and is not a penalty or forfeiture. The Parties further acknowledge and agree that Bonneville's damages are difficult or impossible to determine, otherwise obtaining an adequate remedy is inconvenient and that the liquidated-damage amount constitutes a reasonable approximation of the harm or loss that Bonneville would be expected to suffer upon termination of this Agreement for nonpayment of amounts due under sections 8(a) and (b) hereof and the risk of delay in licensing or otherwise re-marketing such Dark Fibers.
Liquidation Payment. In the event that the sale of the ETD business is not completed for any reason whatsoever or the bankruptcy court in IMSC’s contemplated bankruptcy proceeding negates the payment set forth in paragraph 1 above, IMSC agrees to pay Liscouski the sum of Three Hundred Thousand ($300,000) upon the liquidation of IMSC assets and the final winding up of IMSC’s affairs (the “Liquidation Payment”).
Liquidation Payment. In the event of any distribution of assets upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, the holder of each share of the then outstanding Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital, surplus or earnings, an amount equal to the consideration paid by him for each such share plus any accrued and unpaid dividends with respect to such shares of Series B Preferred Stock through the date of such liquidation, dissolution or winding up (the “Liquidation Preference”), before any payments or distributions are made to, or set aside for, any of the Corporation’s shares of Common Stock, but after any payments or distributions are made to, or set aside for, any of the Corporation’s Preferred Stock. Neither a consolidation, merger or other business combination of the Corporation with or into another corporation or other entity nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property shall be considered a liquidation, dissolution or winding up of the Corporation for purposes of the paragraph 5.
Liquidation Payment. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, then out of the assets of the Corporation before any distribution or payment to the holders of Junior Stock (as to dividends or upon liquidation, dissolution or winding up), the holders of the Series A Preferred Stock shall be entitled to be paid, in respect of each share of Series A Preferred Stock, the greater of (i) the Liquidation Preference, plus accrued and unpaid dividends whether or not declared, if any, (or a pro rata portion thereof with respect to fractional shares), to the date of final distribution and (ii) the amount that such holder would have been entitled to receive in respect of the Common Shares into which such share of Series A Preferred Stock could have been converted assuming that, immediately prior to such event of liquidation, dissolution or winding up of the Corporation, all holders of Series A Preferred Stock had, pursuant to, and in accordance with, Section 6, converted all shares of Series A Preferred Stock into shares of Common Stock (without taking into account any limitations or restrictions on the convertibility of the shares of Series A Preferred Stock). Except as provided in this Section 5(a), the holders of the Series A Preferred Stock shall be entitled to no other or further distribution in connection with such liquidation, dissolution or winding up.
Liquidation Payment. 1. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (a “Liquidation Event”) or a Series 1 Deemed Liquidation Event, each Holder of shares of Series 1 Senior Preferred then outstanding shall be entitled to require the Corporation to redeem the Series 1 Senior Preferred held by such Holder out of the assets of the Corporation available for distribution to its stockholders at a redemption price in cash (the “Liquidation Payment”) equal to the sum of (x) the Liquidation Preference of the Series 1 Senior Preferred to be redeemed plus (y) the aggregate amount of any accrued and unpaid dividends thereon as of the end of the immediately preceding Dividend Period (whether or not declared and whether or not the payment thereof is otherwise permitted by the DGCL or otherwise), plus (z) an amount equal to any accrued dividends for the period, if any, from, and including, the end of the last Dividend Period ending immediately prior to such redemption date to, but excluding, such redemption date (whether or not declared and whether or not the payment thereof is otherwise permitted by the DGCL or otherwise), with any such dividend calculated as described in Section (B) above but based on the Cash Dividend Rate in lieu of the applicable Dividend Rate, before any distribution shall be made or any assets distributed in respect of Junior Securities to the holders of any Junior Securities including, without limitation, Common Stock of the Corporation.
Liquidation Payment. The Liquidation Payment in the manner ------------------- and amount set forth in Section 1.1.
