Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 5 contracts
Samples: Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation, a liquidation preference of $10.00 25,000 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including up to, but excluding, the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any the holders of shares of each such other class or series of Parity shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor days or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The For purposes of liquidation rights, the consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 4 contracts
Samples: Deposit Agreement (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International Inc)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, the holders of shares of Series B Preferred Stock are Holders will be entitled to be paid paid, out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment the Liquidation Preference per share of Redeemable Preferred Stock, plus, without duplication, an amount in cash equal to all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, thereon to the date fixed for liquidation, dissolution or provision winding-up (including an amount equal to a prorated dividend for the Corporation’s debts and other liabilitiesperiod from the last Dividend Payment Date to the date fixed for liquidation, a liquidation preference of $10.00 per share (subject to appropriate adjustment dissolution or winding-up), plus, in the event case of the Series C Redeemable Preferred Stock only, an amount in cash equal to the Common Participation Amount, before any stock dividenddistribution is made on any Junior Securities, stock splitincluding, combination without limitation, on any Common Stock of the Company. If, upon any voluntary or other similar recapitalization involuntary liquidation, dissolution or winding-up of the Company, the amounts payable with respect to the Series B Redeemable Preferred Stock)Stock and all other Parity Securities are not paid in full, plus an amount equal to any accrued the Holders of the Redeemable Preferred Stock and unpaid dividends (whether or not earned, authorized or declared) thereon to the holders of the Parity Securities will share equally and including the date of payment, but without interest, before ratably in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution Company in proportion to stockholders are insufficient their relative liquidation preferences, together with all accumulated and unpaid dividends to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to which each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each otheris entitled. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference and, without duplication, accumulated and unpaid dividends (including any Total Cash Dividends in Arrears) to which they are entitled, and, in the holders case of the Series B C Redeemable Preferred Stock only, an amount in cash equal to the Common Participation Amount, Holders will have no right or claim not be entitled to any further participation in any distribution of the remaining assets of the CorporationCompany. The consolidation or merger For the avoidance of doubt, the Corporation Series A Redeemable Preferred Stock, the Series B Redeemable Preferred Stock and the Series C Redeemable Preferred Stock shall constitute Parity Securities with or into another entityrespect to one another. For the purposes of this Section 3, a merger of another entity with or into neither the Corporation, a statutory share exchange by the Corporation or a sale, leaseconveyance, exchange or transfer (for cash, shares of stock, securities or conveyance other consideration) of all or substantially all of the Corporation’s property or business assets of the Company nor the consolidation or merger of the Company with one or more entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs Company. Any payment of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect accumulated and unpaid dividends shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately paid prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed any other payments called for pursuant to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 3.
Appears in 3 contracts
Samples: Purchase Agreement (Textron Inc), Purchase Agreement (Textron Inc), Purchase Agreement (Collins & Aikman Corp)
Liquidation Preference. Upon Pursuant to Section 5.6(b) of the Agreement, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholdersPartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount per Series A Preferred Unit that is equal to any accrued and unpaid dividends such Series A Preferred Unit’s Series A Preferred Capital (whether or not earned, authorized or declaredthe “Liquidation Preference”) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders Partners are insufficient to pay in full the liquidation preference Liquidation Preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Unit and per such class or series of Parity Preferred Stock Unit shall in all cases bear to each other the same ratio that the Liquidation Preference per Series A Preferred Unit and the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock Unit bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the CorporationPartnership. In Notwithstanding the above, for purposes of determining whether the amount each holder of Series A Preferred Units is entitled to receive with respect to a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation LawPartnership, no effect shall be given to amounts that would be needed, if the Corporation Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesUnits.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Resource Real Estate Opportunity REIT, Inc.), Limited Partnership Agreement (Resource Real Estate Opportunity REIT II, Inc.), Limited Partnership Agreement (Resource REIT, Inc.)
Liquidation Preference. Upon Subject to the rights of any voluntary applicable Senior Units, in the event of (i) a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the affairs of the CorporationPartnership with or into another entity (any such event, an “Optional Liquidation Preference Event”), the holders of shares of Series B Class A Convertible Preferred Stock are Units shall be entitled to be paid receive, in exchange for any Class A Convertible Preferred Unit, out of the assets of the Corporation legally available Partnership, an amount per Class A Convertible Preferred Unit equal to the Class A Convertible Preferred Unit Liquidation Preference Amount before any payment is made, or any assets are distributed, to the holders of Common Units or Junior Units but following any payment to be made or any assets to be distributed to any Senior Units and concurrent with any payment to be made or any assets to be distributed to Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such holder’s sole discretion, to exercise its right to receive, in exchange for distribution any Class A Convertible Preferred Unit, the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to its stockholdersthe Partnership of such election. If, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividenda Liquidating Event or an Optional Liquidation Preference Event, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event, the holders of such Class A Convertible Preferred Units shall share in any such distribution pro rata with the holders of all Pari Passu Units outstanding in proportion to the full amounts to which they would otherwise be respectively entitled (i.e., the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets amount to be distributed to the holders of the Series B Class A Convertible Preferred Stock and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that equal to the product of (i) the amount available for distribution, multiplied by (ii) a fraction, the numerator of assets distributed per share which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of Series B an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Stock Unit Liquidation Preference Amount plus any accumulated and such class or series of Parity declared and unpaid Class A Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Distributions of the affairs electing holders) and the denominator of which is the sum of the Corporationaggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, stating the payment date or dates when, aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions of such holders) and the place or places whereaggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributable in such circumstances distributed to any holder of Class A Convertible Preferred Units shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior in cash to the payment date stated thereinextent cash is available, unless otherwise previously consented to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange in writing by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 3 contracts
Samples: Agreement (Pacific Office Properties Trust, Inc.), Agreement (Pacific Office Properties Trust, Inc.), Agreement (Arizona Land Income Corp)
Liquidation Preference. Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the CorporationPartnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series 2019 Junior Partnership Units, the holders of shares of Series B 2019 Preferred Stock are Units shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of receive $10.00 per share Series 2019 Preferred Unit (subject the “Series 2019 Liquidation Preference”), plus an amount per Series 2019 Preferred Unit equal to appropriate adjustment in the event of any stock dividend, stock split, combination all distributions (whether or other similar recapitalization with respect to not declared or earned) accrued and unpaid on the Series B 2019 Preferred Stock)Unit; but such holders shall not be entitled to any further payment. Until the holders of the Series 2019 Preferred Units have been paid the Series 2019 Liquidation Preference in full, plus an amount equal to any accrued and unpaid dividends all distributions (whether or not declared or earned, authorized or declared) thereon accrued and unpaid on the Series 2019 Preferred Unit to and including the date of paymentfinal distribution to such holders, but without interest, before any distribution of assets is no payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share holder of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other 2019 Junior Partnership Units upon the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership. If, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to upon any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership, the assets of the Corporation. In determining whether a distribution (other than upon voluntary Partnership, or involuntary liquidationproceeds thereof, dissolution or winding up distributable among the holders of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect Series 2019 Preferred Units shall be given insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Series 2019 Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series 2019 Preferred Units and any such Series 2019 Parity Partnership Units ratably in the same proportion as the respective amounts that would be needed, payable on such Series 2019 Preferred Units and any such other Series 2019 Parity Partnership Units if the Corporation all amounts payable thereon were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, paid in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesfull.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.), Limited Partnership Agreement (Cottonwood Communities, Inc.), Limited Partnership Agreement (Cottonwood Communities, Inc.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up In the event of the affairs a Liquidation of the CorporationSpinCo, the holders of shares of Series B the Preferred Stock are would be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholdersreceive, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon prior to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Common Stock, for each share of Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the held, an amount of assets distributed proceeds equal to $1,000 per share plus accrued but unpaid dividends. A (i) merger or consolidation (other than one in which stockholders of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up SpinCo own a majority (by voting power) of the affairs outstanding shares of the Corporationsurviving or acquiring corporation), stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a (ii) sale, leasetransfer, transfer exclusive license or conveyance lease or other disposition of all or substantially all of the Corporation’s property assets of SpinCo, or business shall not be deemed to constitute (iii) acquisition of beneficial ownership of at least a liquidation, dissolution or winding up majority of the affairs equity (measured by either voting power or economic interests) of SpinCo by a person or group (as that term is defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) other than Wabtec and its subsidiaries, will be treated as a Liquidation, thereby triggering payment of the Corporationpreferences as described above. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of 1 The parties agree that the affairs of Dividend Rate is intended to result in the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled having a fair market value equal to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of par immediately following the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event ifClosing. If, as a result of changes taking place after the date of this amendment, the Dividend Rate would result in the Preferred Stock having a fair market value different than par immediately following the Closing, the parties will cooperate in good faith to adjust the Dividend Rate to the extent necessary for the Preferred Stock to have a fair market value equal to par. Voting Rights The Preferred Stock will have no voting rights, except (i) for the right to elect one director to the SpinCo board of directors if the dividend has not been paid such that an actual conversionarrearage of at least three full quarters of dividend payments exists (such board seat to remain until there is no arrearage) and (ii) as otherwise required by applicable law. The Preferred Stock will have class voting rights for amendments (including those effected by way of merger of SpinCo with another entity) that have an adverse discriminatory effect against the rights of the Preferred Stock relative to their effect on the rights of the other equity securities of SpinCo in any material respect. Optional Redemption The Preferred Stock will be redeemable, at the option of SpinCo, at any time following the seventh anniversary of the issuance of the Preferred Stock for a price equal to $1,000 per share plus accrued but unpaid dividends. No Mandatory Redemption The holders of the Preferred Stock will not have a right to require SpinCo to redeem the Preferred Stock. Transfer Restrictions The Preferred Stock will not be directly or indirectly transferrable prior to the first anniversary of issuance. Thereafter, the Preferred Stock will be freely transferable, subject to any applicable securities laws, and upon any proposed transfer to any holder other than GE or a subsidiary thereof, such holder would receivetransfer shall be subject to the written consent of Wabtec (which consent shall not be unreasonably withheld, in conditioned or delayed). Mergers For so long as the aggregatePreferred Stock is outstanding, an amount greater than SpinCo will not merge or consolidate with any other person unless the amount that would be distributed to such holder Preferred Stock either remains outstanding or is exchanged for equivalent securities of the surviving or acquiring company (except if such holder did not convert such shares of Series B Preferred Stock into Common Sharestransaction is treated as a Liquidation as described above).
Appears in 3 contracts
Samples: Separation, Distribution and Sale Agreement (Transportation Systems Holdings Inc.), Separation, Distribution and Sale Agreement (Westinghouse Air Brake Technologies Corp), Separation, Distribution and Sale Agreement (Westinghouse Air Brake Technologies Corp)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares whether voluntary or involuntary, each share of Series B C Preferred Stock are entitled to be paid shall receive, out of the legally available assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesCompany, a liquidation preference of $10.00 per share (subject to appropriate adjustment preferential distribution in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus cash in an amount equal to the Stated Value plus any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are it is entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation Consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance sale of all or substantially all of the Corporation’s property or business assets of the Company shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of Company. Ranking: Junior to the Corporation. In determining whether a distribution Company’s Series A-1 Senior Convertible Preferred Stock, Series A-2 Senior Convertible Preferred Stock and Series B Senior Convertible Preferred Stock (other than the “Senior Preferred Stock”) with respect to any distributions upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given Company. Senior to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Common Stock is entitled to receive with respect to a voluntary any distributions upon liquidation, dissolution, winding up of the Company. The Company shall be permitted to issue new capital stock that is senior to or involuntary pari passu with the Series C Preferred Stock with respect to distributions upon liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of and other rights. While any bankruptcy event is pending: (i) there shall be no dividends or other distributions on shares of Common Stock or other securities that do not, by their terms, rank senior to or pari passu with the Series B C Preferred Stock (“Junior Stock”) or any purchase, redemption, retirement or other acquisition for value or other payment in respect of Junior Stock unless the Series C Preferred Stock is paid its Stated Value plus any dividends to which it is entitled in full; and (ii) there shall be deemed to have converted (regardless of whether no such holder actually converted) such holder’s shares of dividends, distributions, purchases, redemptions, retirement, acquisitions or payments on Junior Stock in each case in cash unless the Series B C Preferred Stock into Common Shares immediately prior has first been paid in full in cash its Stated Value plus any unpaid dividends to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shareswhich it is entitled.
Appears in 3 contracts
Samples: Equity Purchase and Commitment Agreement (Delphi Corp), Global Settlement Agreement (General Motors Corp), Equity Purchase and Commitment Agreement (Delphi Corp)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders Holders of shares of Series B A Convertible Preferred Stock are entitled then outstanding shall be entitled, for each share of Series A Convertible Preferred Stock, to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment stockholders the amount of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination cash or other similar recapitalization with respect to property that would be payable on the number of shares of Common Stock then issuable upon conversion of such share of Series B A Convertible Preferred Stock), plus an amount equal to any accrued and unpaid dividends Stock (whether or not earnedthen convertible) (such amount payable being adjusted appropriately to reflect any stock split, authorized stock dividend, reverse stock split, or declaredany transaction with comparable effect upon the Common Stock) thereon (the "Liquidation Preference"). This entitlement of the Holders of shares of Series A Convertible Preferred Stock, to and including the date extent equal to $.01 for each share of paymentSeries A Convertible Preferred Stock, but without interest, shall be satisfied before any similar payment shall be made or any assets distributed to the holders of the Common Stock or any other security junior in rank to the Series A Convertible Preferred Stock as to distribution of assets is made to upon such dissolution, liquidation or winding up and otherwise shall be satisfied on a pari passu basis with the holders of Junior the Common Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient not sufficient to pay in full the liquidation preference on payments payable to all of the Holders of the outstanding shares of Series B A Convertible Preferred Stock and Stock, then the Holders of all such shares shall share ratably in such distribution of assets in accordance with the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled. For the purposes of this section, neither the holders voluntary sale, conveyance, exchange or transfer (for cash, shares of Series B Preferred Stock will have no right stock, securities or claim to any other consideration) of all or substantially all of the remaining property or assets of the Corporation. The Corporation nor the consolidation or merger of the Corporation with one or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other corporations shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon up, voluntary or involuntary liquidationinvoluntary, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a dissolution or winding up of the affairs business of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares5.
Appears in 3 contracts
Samples: Investment Agreement (Dupont E I De Nemours & Co), Investment Agreement (Dupont E I De Nemours & Co), Investment Agreement (Dupont E I De Nemours & Co)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Corporation or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the Corporation’s capital stock, the holders each holder of shares of the Series B A Preferred Stock are will be entitled to be paid payment out of the assets of the Corporation legally available for distribution of an amount equal to its stockholders$100 per share of Series A Preferred Stock (the “Liquidation Preference”) held by such holder, after payment plus accrued and unpaid dividends, if any, to the date fixed for liquidation, dissolution, winding-up or reduction or decrease in capital stock, before any distribution is made on any Junior Securities, including, without limitation, Common Stock of or provision for the Corporation’s debts . After payment in full of the Liquidation Preference and other liabilitiesall accrued and unpaid dividends, a liquidation preference if any, to which holders of $10.00 per share (subject Series A Preferred Stock are entitled, such holders will not be entitled to appropriate adjustment any further participation in any distribution of assets of the event Corporation. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of any stock dividendthe Corporation, stock split, combination or other similar recapitalization the amounts payable with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock and the liquidation preference on the shares of any class or series of all other Parity Preferred StockSecurities are not paid in full, all assets distributed to the holders of the Series B A Preferred Stock and any class or series of the Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per Securities will share of Series B Preferred Stock equally and such class or series of Parity Preferred Stock shall ratably in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the CorporationCorporation in proportion to the full liquidation preference and accumulated and unpaid dividends, if any, to which each is entitled. The However, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entityone or more individuals, partnerships, companies, associations, joint stock companies, limited liability companies, trusts, joint ventures, unincorporated organizations or governmental authorities (each, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not “Person”) will be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Corporation or reduction or decrease in capital stock, unless such sale, conveyance, exchange or transfer shall be in connection with a liquidation, dissolution or winding-up of the Corporation, each such holder business of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, the Corporation or reduction or decrease in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharescapital stock.
Appears in 2 contracts
Samples: Letter of Understanding (Ault Glazer & Co Investment Management LLC), Letter of Understanding (Ault Glazer & Co Investment Management LLC)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, after payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts holders of Senior Securities, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be entitled to stockholders are receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series D Designation) of the shares of Series C Preferred Stock and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preference aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series B C Preferred Stock and the liquidation preference Series D Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on the such shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of such other Parity Preferred Stock shall be distributed pro rata so that Securities if all amounts payable thereon were paid in full and (ii) the amount of assets distributed per share of distributable under clause (i) to the Series B C Preferred Stock and such class or series of Parity Series D Preferred Stock taken together, shall in all cases bear first be distributed to each other the same ratio that the liquidation preference per share on the Series B C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and such class or series of Parity 62.5% to the Series D Preferred Stock bear to each otherStock. Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. The Any amounts distributed with respect to the Series C Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series C Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entity, a merger of another entity with one or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Xo Communications Inc), Stock Purchase Agreement (Nextlink Communications Inc / De)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in In the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation. In determining , whether a such assets are capital or surplus of any nature, an amount per share equal to the greater of (A) the sum of (i) the Stated Value thereof and (ii) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (other than upon voluntary or involuntary B) the amount that would be payable to such holders if the holders had converted all outstanding shares of Series A Preferred Stock into shares of Common Stock immediately prior to such liquidation, dissolution or winding up up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the affairs amount paid per share of Series A Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such payment in full, the holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation) by dividend, redemption or other acquisition of shares of stock . All the assets of the Corporation or otherwise is permitted under available for distribution to stockholders after the Maryland General Corporation Law, no effect liquidation preferences of any Senior Liquidation Securities shall be given distributed ratably (in proportion to the full distributable amounts that would be neededto which holders of Series A Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of then-outstanding shares of Series B A Preferred Stock is entitled and Parity Liquidation Securities, if any, when such assets are not sufficient to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of pay in full the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesaggregate amounts payable thereon.
Appears in 2 contracts
Samples: Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (TPG Advisors Ii Inc)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Company, before any payment or distribution of the Corporationassets of the Company (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other Capital Stock ranking junior to the Series C Preferred Stock as to the distribution of assets upon the liquidation, dissolution or winding-up of the Company, the holders of shares of the Series B C Preferred Stock are shall, with respect to each such share, be entitled to be paid receive, out of the assets of the Corporation legally Company available for distribution to its stockholders, stockholders after payment of or provision for the Corporation’s payment of all debts and other liabilitiesliabilities of the Company, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect an amount equal to the Series B Preferred Stock)greater of (i) $1,000.00, plus an amount equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) accrued and unpaid thereon to and including the date of paymentfinal distribution and (ii) the amount that a holder of such share of Series C Preferred Stock would have received upon final distribution in respect of the number of shares of Common Stock into which such share of Series C Preferred Stock was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date). If, but without interestupon any such voluntary or involuntary liquidation, before any distribution dissolution or winding-up of assets is made to holders of Junior Stock. If the Company, the assets of the Corporation legally available for distribution to stockholders Company, or proceeds thereof, distributable among the holders of the shares of Series C Preferred Stock, are insufficient to pay in full the liquidation preference preferential amount aforesaid on the shares of Series B C Preferred Stock and the liquidation preference liquidating payments on the any other shares of any class or series of Parity Capital Stock ranking, as to payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Company, on a parity with the Series C Preferred Stock, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the shares of Series B C Preferred Stock and any class or series of Parity Preferred Stock shall such other parity stock ratably in accordance with the respective amounts that would be distributed pro rata so that the amount of assets distributed per share payable on such shares of Series B C Preferred Stock and such class or series of Parity Preferred Stock shall other stock if all amounts payable thereon were paid in all cases bear to each other full. For the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4VI, after payment none of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The (i) a consolidation or merger of the Corporation Company with or into another entity, (ii) a merger of another entity with or into the CorporationCompany, (iii) a statutory share exchange by the Corporation Company or (iv) a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property Company's assets, properties or business shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Price Development Co Lp), Agreement and Plan of Merger (General Growth Properties Inc)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, shareholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment), but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets common stock or any other class or series of capital stock of the Corporation legally available for distribution that ranks junior to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and as to liquidation rights. However, the liquidation preference on holders of the shares of Series B Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class or series of Parity Preferred Stock, all assets distributed the Corporation’s capital stock hereafter issued which ranks senior as to the holders of liquidation rights to the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share has been paid in full. The holders of Series B Preferred Stock and such class all series or series classes of Parity Preferred Stock shall in all cases bear the Corporation’s capital stock which rank on a parity as to each other the same ratio that the liquidation preference per share on rights with the Series B Preferred Stock and are entitled to share ratably, in accordance with the respective preferential amounts payable on such class or series capital stock, in any distribution (after payment of Parity Preferred Stock bear to each other. Written notice the liquidation preference of any distribution in connection with any such liquidation, dissolution or winding up capital stock of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior Corporation that ranks senior to the payment date stated therein, to each record holder of the Series B Preferred Stock at as to liquidation rights) which is not sufficient to pay in full the respective addresses of such holders as the same shall appear on the stock transfer records aggregate of the Corporationamounts payable thereon. Subject Holders of Series B Preferred Stock will be entitled to written notice of any event triggering the last sentence of this Section 4, after right to receive such Liquidation Preference. After payment of the full amount of the liquidation distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entityany other corporation, a merger trust or entity or of another entity any other corporation with or into the Corporation, a statutory share exchange by or the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regency Centers Lp), Agreement and Plan of Merger (Urstadt Biddle Properties Inc)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share Series A Preferred Unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declareddeclared by the General Partner) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.Partnership..
Appears in 2 contracts
Samples: Plymouth Industrial REIT Inc., Plymouth Industrial REIT Inc.
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, shareholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment), but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets common stock or any other class or series of capital stock of the Corporation legally available for that ranks junior to the Series A Preferred Stock as to liquidation rights. However, the holders of the shares of Series A Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series A Preferred Stock has been paid in full. The holders of Series A Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series A Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to stockholders are insufficient the Series A Preferred Stock as to liquidation rights) which is not sufficient to pay in full the liquidation preference on aggregate of the amounts payable thereon. Holders of Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed will be entitled to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any event triggering the right to receive such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationLiquidation Preference. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entityany other corporation, a merger trust or entity or of another entity any other corporation with or into the Corporation, a statutory share exchange by or the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urstadt Biddle Properties Inc), Agreement and Plan of Merger (Regency Centers Lp)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares each holder of Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment stockholders of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If on the assets common stock, par value $0.01 per share, of the Corporation legally available for (the “Common Stock”) or on any other class or series of stock of the Corporation that is not Parity Stock or Senior Stock (each as defined below), but after distributions of assets on each class or series of stock of the Corporation (including any series of Preferred Stock established after the date this Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to distribution of assets upon the liquidation, winding-up or dissolution of the Corporation (“Senior Stock”), an amount equal to stockholders $0.01 per share of Series A Preferred Stock. If, upon any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, distributable among the holders of the Series A Preferred Stock are insufficient to pay in full the liquidation preference on the Series B Preferred Stock preferential amount aforesaid and the liquidation preference on the shares of any class or series of stock of the Corporation (including any series of Preferred Stock established after the date this Certificate of Designation becomes effective) the terms of which expressly provide that such class or series ranks pari passu with the Series A Preferred Stock as to distribution of assets upon the liquidation, winding-up or dissolution of the Corporation (“Parity Preferred Stock”), all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B A Preferred Stock and any class or series of other Parity Preferred Stock shall equally and ratably in proportion to the respective amounts that would be distributed pro rata so that the amount of assets distributed per share payable on such shares of Series B A Preferred Stock and any such class other Parity Stock if all amounts payable thereon were paid in full. Neither the voluntary sale, conveyance, exchange or series transfer, for cash, shares of Parity Preferred Stock shall in stock, securities or other consideration, of all cases bear to each or substantially all of the Corporation’s property or assets, nor the merger or consolidation of the Corporation with or into any corporation or other entity or the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class merger or series of Parity Preferred Stock bear to each other. Written notice consolidation of any distribution in connection corporation or other entity with any such or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding of winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject After the payment to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B A Preferred Stock will of the full preferential amounts provided for above, such holders as such shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger If any assets of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all distributed to holders of the Corporation’s property or business shall not be deemed to constitute a Series A Preferred Stock in connection with any liquidation, dissolution dissolution, or winding up of the affairs Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by written resolution of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up Board of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSI Compressco LP), Agreement and Plan of Merger (CSI Compressco LP)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Trust, before any distribution or payment shall be made to holders of Common Shares or any other class or series of beneficial interest of the CorporationTrust ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Trust, junior to the Series A Preferred Shares, the holders of shares of Series B A Preferred Stock are Shares shall be entitled to be paid out of the assets of the Corporation Trust legally available for distribution to its stockholdersshareholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Trust, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B A Preferred Stock)Share, plus an amount per Series A Preferred Share equal to any all accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including but excluding the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders Trust are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding Series B A Preferred Stock Shares and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity Preferred Stock, all assets distributed to the holders beneficial interest of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear Trust ranking, as to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such rights upon liquidation, dissolution or winding up of the affairs Trust, on parity with the Series A Preferred Shares in the distribution of assets, then the holders of Series A Preferred Shares and each such other class or series of shares of beneficial interest ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the CorporationTrust, on parity with the Series A Preferred Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Trust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Shares at the respective addresses of such holders as the same shall appear on the stock share transfer records of the CorporationTrust. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Shares will have no right or claim to any of the remaining assets of the CorporationTrust. The consolidation or merger of the Corporation Trust with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Trust, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesTrust.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chambers Street Properties), Agreement and Plan of Merger (Gramercy Property Trust Inc.)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of this corporation, either voluntary or involuntary, subject to the affairs rights of the Corporationseries of Preferred Stock that may from time to time come into existence, the holders of shares of Series A Preferred Stock, Series B Preferred Stock are and Series C Preferred Stock shall be entitled to be paid out receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the Corporation legally available for distribution holders of Common Stock by reason of their ownership thereof, (i) with respect to its stockholdersthe Series A Preferred Stock, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 an amount per share equal to the sum of (subject A) $6.675 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price") and (B) an amount equal to appropriate adjustment in the event sum of any stock dividend(I) five percent (5%) return on the Original Series A Issue Price, stock splitcompounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, combination dissolution or other similar recapitalization winding up of this corporation and (II) declared but unpaid dividends on each share, (ii) with respect to the Series B Preferred Stock), plus an amount per share equal to any accrued and unpaid dividends the sum of (whether or not earned, authorized or declaredA) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available $6.675 for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and such class or series (B) an amount equal to the sum of Parity Preferred Stock shall in all cases bear to each other (I) five percent (5%) return on the same ratio that the liquidation preference per share on Original Series B Issue Price, compounded annually from the Series B Preferred Stock and such class or series Purchase Date (as defined herein) through the date of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, this corporation and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior (II) declared but unpaid dividends on each share and (iii) with respect to the payment date stated thereinSeries C Preferred Stock, an amount per share equal to the sum of (A) $8.00 for each record holder outstanding share of Series C Preferred Stock (the "Original Series C Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series C Issue Price, compounded annually from the Series B Preferred Stock at C Purchase Date (as defined herein) through the respective addresses date of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon the affairs occurrence of such event, the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of assets and funds thus distributed among the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled and Series C Preferred Stock shall be insufficient to receive with respect permit the payment to a voluntary or involuntary liquidation, dissolution or winding up such holders of the affairs full aforesaid preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and funds of the Corporationcorporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock, each such holder of shares of Series B Preferred Stock shall be deemed and Series C Preferred Stock in proportion to have converted (regardless the amount of whether such holder actually converted) stock owned by each such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Collateral Therapeutics Inc), Preferred Stock Purchase Agreement (Collateral Therapeutics Inc)
Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs of the Corporationcorporation, whether voluntary or involuntary, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution corporation, whether such assets are stated capital or surplus of any nature, an amount equal to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 1,000 per share (subject the "LIQUIDATION PREFERENCE") plus the dividends accrued and unpaid thereon to appropriate adjustment the date of final distribution to such holders, whether or not declared, without interest, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the corporation's capital stock ranking junior as to liquidation rights to the Series A Preferred Stock; provided, however, that such rights shall accrue to the holders of Series A Preferred Stock only in the event of any stock dividend, stock split, combination or other similar recapitalization that the corporation's payments with respect to the Series B Preferred Stock), liquidation preferences (plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declaredthereon) thereon to and including of the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockcapital stock of the corporation ranking senior as to liquidation rights to the Series A Preferred Stock (the "SENIOR LIQUIDATION STOCK") are fully met. If the assets of the Corporation legally corporation available for distribution to stockholders after the liquidation preferences (plus any accrued and unpaid dividends thereon) of the Senior Liquidation Stock are insufficient fully met are not sufficient to pay in full an amount equal to the liquidation preference on Liquidation Preference (plus any accrued and unpaid dividends thereon) to the holders of outstanding shares of Series B A Preferred Stock and the liquidation preference (plus any accrued and unpaid dividends thereon) to the holders of any other series of the corporation's capital stock which may hereafter be created in accordance with Section 6(c) hereof having liquidation rights on a parity with the shares of any class or series Series A Preferred Stock (the "PARITY LIQUIDATION STOCK"), then the assets of Parity Preferred Stock, all assets the corporation shall be distributed to ratably among the holders of the Series B A Preferred Stock and any class or series the Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall preferential amounts). After payment in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up full of the affairs amounts in respect of the Corporation, stating the payment date or dates when, Liquidation Preference (and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions any accrued and unpaid dividends thereon) to which they are entitled, the holders of the Series B A Preferred Stock will have no right or claim shall not be entitled to any further participation in any distribution of the remaining assets of the Corporationcorporation. The consolidation Neither a consolidation, merger or merger other business combination of the Corporation corporation with or into another entity, corporation or other entity nor a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s corporation's assets for cash, securities or other property or business shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, corporation for purposes of determining this Section 4 (unless in connection therewith the amount each liquidation of the corporation is specifically approved). The holder of any shares of Series B A Preferred Stock is shall not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of any payment owed for such shares under this Section 4 until the affairs of corporation has received (i) the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually convertedcertificate(s) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert representing such shares of Series B A Preferred Stock into Common Sharesand (ii) transfer instrument(s) satisfactory to the corporation and sufficient to transfer such shares of Series A Preferred Stock to the corporation free of any adverse interest. No interest shall accrue on any payment made in respect of the Liquidation Preference (and any accrued and unpaid dividends thereon) after the due date thereof.
Appears in 2 contracts
Samples: Voting and Recapitalization Agreement (Meristar Hotels & Resorts Inc), Voting and Recapitalization Agreement (Oak Hill Capital Partners L P)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, holders of the Series B Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all such Series B Preferred Stock outstanding on the date of such liquidation, dissolution or winding up, and the holders of Series B Preferred Stock shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation, the holders of shares of Series B Preferred Stock are entitled Corporation’s assets (or proceeds thereof) to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to among the holders of the Series B Preferred Stock and any class or series Parity Securities are insufficient to permit payment in full to such holders of Parity Preferred Stock the aggregate amount which they are entitled to be paid, then the entire assets to be distributed shall be distributed pro rata so that ratably among such holders based upon, in the amount case of assets distributed per share holders of the Series B Preferred Stock and such class or series Stock, the aggregate Liquidation Value of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and held by each such class or series holder on the date of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up and, in the case of the affairs holders of the Corporation, stating the payment date or dates when, and the place or places whereany Parity Securities, the amounts distributable in liquidation preference and accumulated and unpaid dividends which they are entitled to pursuant to such circumstances Parity Securities. The Corporation shall be payablemail written notice of such liquidation, shall be given by first class mail, postage pre-paiddissolution or winding up, not less than 30 nor more than 60 10 days prior to the payment date stated statement therein, to each record holder of the Series B Preferred Stock at Stock. Neither the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation into or with any other Person or into another entityPersons, a merger nor the reduction of another entity with or into the capital stock of the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs Corporation within the meaning of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 5.
Appears in 2 contracts
Samples: Subscription Agreement (Ener1 Inc), Subscription Agreement (Ener1 Inc)
Liquidation Preference. Upon (a) In the event of any voluntary Liquidation or involuntary liquidationRedemption Event, dissolution before any payment or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out distribution of the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for the holders of Junior Shares, the holders of Preferred Shares shall be entitled to receive for each Preferred Share then held an amount equal to the greater of (i) (A) (I) the Stated Liquidation Preference Amount in cash per Preferred Share plus (II) any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to the date of the final distribution to its stockholders, after payment such holder plus (B) solely in connection with an event that is a Liquidation as specified in clause (A) or clause (D) of the definition thereof or provision for the Corporation’s debts and other liabilitiesa Redemption Event, a liquidation preference premium equal to [·]%(2) of $10.00 the amount described in clause (i)(A) of this sentence at such time (the “Premium”) or (ii) an amount or consideration per share (Preferred Share equal to the amount or consideration which would have been payable or distributable had each Preferred Share been converted into Common Shares immediately prior to such Liquidation. The foregoing amounts shall be subject to appropriate equitable adjustment in the event of any whenever there shall occur a stock dividend, stock split, combination combination, reorganization, recapitalization, reclassification or other similar recapitalization with respect to event involving a change in the Series B Preferred Stock)Shares. Until the holders of the Preferred Shares have been paid for each Preferred Share then held the amount specified in this Section 4(a) in full, plus an amount equal no payment will be made to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders holder of Junior StockShares upon Liquidation. If If, upon any such Liquidation, the assets of the Corporation legally available Corporation, or proceeds thereof, distributable among the holders of Preferred Shares for distribution to stockholders are each Preferred Share then held shall be insufficient to pay in full the liquidation preference preferential amount aforesaid and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Preferred StockShares, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B such Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock Shares and such class or series of other Parity Preferred Stock shall Shares ratably in all cases bear to each other accordance with the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, payable on such Preferred Shares and such other Parity Shares if the Corporation all amounts payable thereon were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, paid in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesfull.
Appears in 2 contracts
Samples: Exchange Agreement (Kadmon Holdings, LLC), Credit Agreement (Kadmon Holdings, LLC)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series I Preferred Stock, the holders of shares of Series B I Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation, a liquidation preference of $10.00 1825.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including up to, but excluding, the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B I Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series I Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B I Preferred Stock and any the holders of shares of each such other class or series of Parity shares of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series I Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor days or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B I Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B I Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The For purposes of liquidation rights, the consolidation or merger of the Corporation with or into another any other Corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Rouse Properties, Inc.)
Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the greater of (A) the sum of (i) the Stated Value thereof and (ii) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (B) the amount that would be payable to such holders if the holders had converted all outstanding shares of Series B Preferred Stock into shares of Common Stock immediately prior to such liquidation, dissolution or winding up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series B Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such payment in full, the holders of Series B Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series B Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 45 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.
Appears in 2 contracts
Samples: Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (Magellan Health Services Inc)
Liquidation Preference. Upon any (a) In the event of the liquidation, winding-up or dissolution of the business of the Company, whether voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationinvoluntary, the holders of Series H Preferred Stock then outstanding, after payment or provision for payment of the debts and other liabilities of the Company and the payment or provision for payment of any distribution on any shares of the Company having a preference and a priority over the Series B H Preferred Stock on liquidation, and before any distribution to holders of any shares of the Company that are junior and subordinate to the Series H Preferred Stock on liquidation, shall be entitled to be paid out of the assets of the Corporation legally Company available for distribution to its stockholdersstockholders in respect of each share of Series H Preferred Stock, after payment the greater of or provision for (i) the Corporation’s debts and other liabilities, a liquidation preference of $10.00 then effective Liquidation Preference per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B H Preferred Stock), Stock plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to from and including the most recent Dividend Payment Date through and including the date of paymentliquidation, but without interest, before any distribution of assets is made winding-up or dissolution and (ii) the amount that would be payable to the holders of Junior Stockthe Series H Preferred Stock if the shares of Series H Preferred Stock had been converted into shares of Voting Common Stock immediately prior to such liquidation, winding-up or dissolution. If In the event the assets of the Corporation legally Company available for distribution to stockholders are the holders of the Series H Preferred Stock upon any dissolution, winding-up or liquidation of the Company shall be insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed payments payable to the holders of the outstanding Series B H Preferred Stock and any class or series of all other Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledSecurities, the holders of Series B H Preferred Stock will have no right or claim and all other Parity Securities shall share ratably in such distribution of assets in proportion to any the amount which would be payable on such distribution if the amounts to which the holders of outstanding Series H Preferred Stock and the remaining assets holders of the Corporationoutstanding shares of such Parity Securities were paid in full. The consolidation or merger Except as provided in this Section 7, holders of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business Series H Preferred Stock shall not be deemed entitled to constitute a any distribution in the event of the liquidation, winding-up or dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 2 contracts
Samples: Restructuring Agreement (TPG Advisors Ii Inc), Restructuring Agreement (Cypress Group LLC)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholdersPartners, after payment of or provision for the CorporationPartnership’s debts Debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividenda unit distribution, stock unit split, combination or other similar recapitalization with respect to the Series B Preferred StockUnits) (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders Partners are insufficient to pay in full the liquidation preference on the Series B Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property Properties or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.), Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
Liquidation Preference. Upon 4.1. In the event of any voluntary Liquidation, before any payment or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and other liabilitiesholders of Junior Shares, a liquidation preference the holders of $10.00 per share Series D Preferred Shares shall be entitled (subject to appropriate the Continuation Right of such holders described below) to receive an amount in cash equal to the greater of (i) (A) Thirteen Dollars and Fifty Nine Cents ($13.59) per Series D Preferred Share plus dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder (the “Liquidation Preference”) plus (B) 20.0% (the “Premium”), (ii) an amount per Series D Preferred Share equal to the amount that would have been payable had each Series D Preferred Share been converted into Common Shares at the Conversion Price immediately prior to such Liquidation (for purposes of this clause (ii), assuming that the day prior to the Liquidation is the Conversion Election Date) or (iii) the consideration payable to the holders of Common Shares in such Liquidation. The foregoing amounts shall be subject to equitable adjustment in the event of any whenever there shall occur a stock dividend, stock split, combination combination, reorganization, recapitalization, reclassification or other similar recapitalization with respect to event involving a change in the capital structure of the Series B D Preferred Stock)Shares. Until the holders of the Series D Preferred Shares have been paid the Liquidation Preference in full, plus an amount equal no payment will be made to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders holder of Junior StockShares upon Liquidation. If If, upon any such Liquidation, the assets of the Corporation legally available for distribution to stockholders are Corporation, or proceeds thereof, distributable among the holders of Series D Preferred Shares shall be insufficient to pay in full the liquidation preference preferential amount aforesaid and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series D Preferred StockShares and such other Parity Shares ratably in accordance with the amounts that would be payable on such Series D Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. In connection with a Merger Liquidation (as defined below), all assets distributed each holder of Series D Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series D Preferred Shares to be assumed by the surviving entity as described in Section 7(h); provided, however, notwithstanding the election by any of the holders of the Series B D Preferred Stock and any class or series Shares of Parity Preferred Stock the Continuation Right, the Corporation shall be distributed pro rata so that have the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution right, in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated thereinMerger Liquidation, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject elect, by delivering written notice to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B D Preferred Stock will have no right Shares at any time prior to the Merger Liquidation, to redeem any or claim to any all of the remaining assets of outstanding Series D Preferred Shares for an amount per Series D Preferred Share equal to the CorporationLiquidation Preference plus the Premium. The A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or merger of the Corporation with one or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall more entities that are not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock affiliates of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if and as a result of which the Corporation were to be dissolved at is not the time surviving entity. Upon a merger or consolidation of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive Corporation with respect to a voluntary one or involuntary liquidation, dissolution or winding up of the affairs more entities that are affiliates of the Corporation, each such holder of shares of the Corporation shall make provision for the Series B D Preferred Stock shall Shares to be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, assumed by the surviving entity as a result of an actual conversion, such holder would receive, described in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesSection 7(h).
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (American Realty Capital Properties, Inc.), Common Stock Purchase Agreement (American Realty Capital Properties, Inc.)
Liquidation Preference. Upon Subject to the rights of any voluntary applicable Senior Units, in the event of (i) a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the affairs of the CorporationPartnership with or into another entity (any such event, an “Optional Liquidation Preference Event”), the holders of shares of Series B Class A Convertible Preferred Stock are Units shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholdersPartnership, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect Class A Convertible Preferred Unit equal to the Series B Class A Convertible Preferred Stock), Unit Liquidation Preference Amount plus an amount equal to any accrued and all accumulated or declared but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestClass A Preferred Distributions, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and Common Units or Junior Units but following any class payment to be made or series of Parity Preferred Stock shall any assets to be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock to any Senior Units and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection concurrent with any Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such liquidationholder’s sole discretion, dissolution to exercise its right to receive the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to the Partnership of such election. If, in the event of a Liquidating Event or winding up an Optional Liquidation Preference Event, the assets of the affairs Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated thereinan Optional Liquidation Preference Event, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4those electing holders) and aggregate amounts, after payment of the full amount of the liquidation distributions if any, to which they are entitledthe Pari Passu Units would be entitled upon such Liquidating Event, the holders of Series B such Class A Convertible Preferred Stock will have no right or claim Units shall share pro rata with all Pari Passu Units outstanding in any such distribution in proportion to any of the remaining assets of full amounts to which they would otherwise be respectively entitled (i.e., the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were amount to be dissolved at distributed to the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Class A Convertible Preferred Stock. Notwithstanding Units shall be equal to the above, for purposes product of determining (i) the amount each available for distribution, multiplied by (ii) a fraction, the numerator of which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions of the electing holders) and the denominator of which is the sum of the aggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions) and the aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributed to any holder of shares of Series B Class A Convertible Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock Units shall be deemed in cash to have converted (regardless of whether such holder actually converted) the extent cash is available, unless otherwise previously consented to in writing by such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Agreement (Arizona Land Income Corp), Agreement (Arizona Land Income Corp)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation (referred to herein sometimes as a “Liquidation Event”; it being understood that a Fundamental Change shall not constitute a Liquidation Event), the holders Holders of shares of Series B A Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholdersfunds, after payment the sum of or provision for (i) the Corporation’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus “Liquidation Preference”) and (ii) an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including to, but not including, the date of paymentpayment thereof, but without interest, before any distribution of assets is made to any holders of Common Shares or any other classes or series of Junior StockSecurities as to liquidation rights that the Corporation then has outstanding. If (b) If, upon any such Liquidation Event, the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in make full payment of the liquidation preference on the Series B Preferred Stock Liquidation Preference plus an amount equal to any accrued and unpaid dividends to Holders and the liquidation preference on amounts due upon liquidation, dissolution or winding up of the Corporation with respect to the shares of any class or series of Parity Preferred StockSecurities as to liquidation rights, all assets distributed to then the Holders and the holders of the Series B Preferred Stock and any class all other such classes or series of Parity Preferred Stock Securities as to liquidation rights shall be distributed pro rata so that the amount share ratably in any distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. (c) Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationLiquidation Event, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paidprepaid, not less than 30 nor more than 60 calendar days prior to immediately preceding the payment date stated therein, to each record holder of the Series B Preferred Stock Holder at the respective addresses of such holders Holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after (d) After payment of the full amount of the liquidation distributions Liquidation Preference, plus an amount equal to any accrued and unpaid dividends, to which they Holders are entitled, the holders of Series B Preferred Stock will a Holder shall have no right or claim to participate in any further distribution of, or to receive, any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationa Liquidation Event) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, upon dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares. 6.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (American Healthcare REIT, Inc.), Registration Rights Agreement (NorthStar Healthcare Income, Inc.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up (ii) If the per-share value of the affairs of the Corporationstock, cash, other assets or any combination thereof to be received by the holders of shares Series C-2 Preferred Stock for each share of Series B C-2 Preferred Stock are entitled to be paid out converted in such Preferred Stock Conversion Event is an amount that is less than the Series C-2 Liquidation Preference, then the Corporation will notify each holder of Series C-2 Preferred Stock at least fifteen (15) days prior to the effective date of such Preferred Stock Conversion Event, and at the sole election of the assets holders of a majority of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity C-2 Preferred Stock, all assets distributed and only to the extent that the per-share value to be received by the holders of the Series B C-2 Preferred Stock is an amount that is less than the Series C-2 Liquidation Preference, after giving effect to and including in the calculation of the per-share value to be distributed to such holders any class amounts paid or series of Parity payable to such holders under the Option Agreement, (A) the Preferred Stock shall be distributed pro rata so that Conversion Price applicable to the amount of assets distributed per share of Series B C-2 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall will be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days adjusted immediately prior to the payment date stated therein, to each record holder Preferred Stock Conversion Event such that the total value of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject securities to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, be received by the holders of Series B C-2 Preferred Stock for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event will have no right or claim be equal to any the Series C-2 Liquidation Preference, (B) the Corporation shall make a Cash Payment to the holders of each share of Series C-2 Preferred Stock such that the value of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange securities to be received by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B C-2 Preferred Stock. Notwithstanding the above, Stock for purposes of determining the amount each holder of shares share of Series B C-2 Preferred Stock is entitled to receive with respect to be converted in such Preferred Stock Conversion Event plus such Cash Payment will equal the Series C-2 Liquidation Preference or (C) a voluntary or involuntary liquidation, dissolution or winding up combination of the affairs actions described in (A) and (B) shall be made, provided that the total amount of value received by such holders in any such combination of the Corporation, each such holder of shares of Series B Preferred Stock actions described in (A) and (B) shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receivenot, in the aggregate, an amount greater than exceed the amount that would be distributed to such holder if such holder did not convert such shares of aggregate Series B Preferred Stock into Common Shares.C-2
Appears in 2 contracts
Samples: Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.
Appears in 2 contracts
Samples: Bluerock Residential Growth REIT, Inc., HC Government Realty Trust, Inc.
Liquidation Preference. Upon any voluntary or involuntary The shares of Series A Preferred Stock shall rank, as to rights to distributions on liquidation, dissolution or winding up of the affairs Corporation, prior to the shares of Common Stock and any other stock of the Corporation ranking junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the Corporation, so that in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of the Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of an amount equal to $10.00 100 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) thereon accrued and accumulated and unpaid on the shares of Series A Preferred Stock to and including the date of payment, but without interestpayment (including any Post-Declaration Date Dividends and Additional Dividends), before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of Common Stock or any other class or series of Parity Preferred Stock, all assets distributed stock of the Corporation that ranks junior to the Series A Preferred Stock as to rights to distributions upon liquidation, dissolution or winding up. The holders of the Series B Preferred Stock and any class or series of Parity A Preferred Stock shall not be distributed pro rata so that entitled to receive the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that preferential amounts as aforesaid until the liquidation preference per share on of any other stock of the Corporation ranking senior to the Series B A Preferred Stock and such class as to rights to distributions upon liquidation, dissolution or series winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of Parity the full amount of the preferential amounts as aforesaid, the holders of shares of Series A Preferred Stock bear will not be entitled to each other. Written notice of any further participation in any distribution in connection with of assets by the Corporation. If, upon any such liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, stating or proceeds thereof, distributable among the payment date holders of shares of Series A Preferred Stock and any stock ranking on a parity with the Series A Preferred Stock as to rights to distributions on liquidation, dissolution or dates when, and winding up of the place or places where, the amounts distributable in such circumstances Corporation shall be payableinsufficient to pay in full the preferential amounts to which such stock would be entitled, then such assets, or the proceeds thereof, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at distributable among such holders ratably in accordance with the respective addresses of amounts which would be payable on such holders as shares if all amounts payable thereon were paid in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4purposes hereof, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The neither a consolidation or merger of the Corporation with or into another entityany other corporation, nor a merger of another entity any one or more other corporations with or into the Corporation, a statutory share exchange by the Corporation or nor a sale, lease, exchange or transfer or conveyance of all or substantially all of the Corporation’s property or business 's assets shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pennzenergy Co), Agreement and Plan of Merger (Devon Energy Corp /Ok/)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the outstanding shares of Series B F Preferred Stock are shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets or payment is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Common Stock and the liquidation preference on the shares of or any other class or series of Parity Preferred Stock, all assets distributed stock of the Corporation that ranks junior to the holders of the Series B F Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that with respect to the amount distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such upon liquidation, dissolution or winding up of the affairs Corporation, but subject to the preferential rights of the holders of shares of any class or series of stock of the Corporation ranking senior to the Series F Preferred Stock with respect to such distribution of assets upon liquidation, dissolution or winding up. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder assets of the Corporation legally available therefor are insufficient to pay the full amount of liquidating distributions payable on all outstanding shares of Series B F Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of and the full amount of the liquidation liquidating distributions payable on all outstanding shares of any other class or classes or series of stock of the Corporation ranking on a parity with the Series F Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, then the holders of the Series F Preferred Stock and all such other classes or series of stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accrued and unpaid dividends) to which they are would otherwise respectively be entitled, the . If liquidating distributions shall have been made in full to all holders of Series B F Preferred Stock will have no right or claim to any of Stock, the remaining assets of the CorporationCorporation shall be distributed among the holders of any other class or classes or series of stock of the Corporation ranking junior to the Series F Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up, according to their respective rights and preferences and, in each case, according to their respective number of shares. The For purposes of these terms of the Series F Preferred Stock, neither the consolidation or merger of the Corporation with or into another any other company, trust or other entity, a merger of another entity with or into nor the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Corporation. After payment to the holders of the Series F Preferred Stock of the full liquidating distributions to which they are entitled, the holders of the Series F Preferred Stock, as such, shall have no right or claim to any of the remaining assets of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to would be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B F Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Realty Capital Trust IV, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts holders of Senior Securities, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series G Preferred Stock and Series H Preferred Stock taken together shall be entitled to stockholders are receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series G Designation) of the shares of Series G Preferred Stock and Series H Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series G Preferred Stock and Series H Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preference aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series B G Preferred Stock and the liquidation preference Series H Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on the such shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of such other Parity Preferred Stock shall be distributed pro rata so that Securities if all amounts payable thereon were paid in full and (ii) the amount of assets distributed per share of distributable under clause (i) to the Series B G Preferred Stock and such class or series of Parity Series H Preferred Stock taken together, shall in all cases bear first be distributed to each other the same ratio that the liquidation preference per share on the Series B G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and such class or series of Parity 62.5% to the Series H Preferred Stock bear to each otherStock. Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation, or proceeds thereof, distributable to the Series G Preferred Stock and Series H Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series G Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series G Designation) of all Series G Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series G Preferred Stock and 62.5% to the Series H Preferred Stock. The Any amounts distributed with respect to the Series H Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series H Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entity, a merger of another entity with one or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Xo Communications Inc), Stock Purchase Agreement (Nm Acquisition Corp)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany (a “Liquidation”), the holders of shares of the Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation Company legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders an amount in cash equal to a liquidation preference of $10.00 20.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B A Preferred Stock), plus an amount equal to any all accrued and unpaid dividends (whether or not earned, authorized or declared) thereon compounding at 6.5% per annum up to and including the date of paymentpayment of such amount (the “Liquidation Value”), but without interestafter payment of all the Company’s indebtedness and other obligations ranking senior under Delaware law, and before any distribution of assets is distributions or payments are made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Common Stock and any other equity securities ranking junior to the Series B A Preferred Stock. In the event that, upon a Liquidation, the available assets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of the Series A Preferred Stock and any class the corresponding amounts payable on all shares of other classes or series of Parity the Company’s capital stock ranking on a parity with the Series A Preferred Stock in liquidation preference to which they would otherwise be respectively entitled, then the holders of the Series A Preferred Stock and all other such classes or series of capital stock ranking on a parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior proportion to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation liquidating distributions to which they are entitledwould otherwise be respectively entitled upon such Liquidation if all amounts payable on or with respect to the shares of the Series A Preferred Stock were paid in full, and the Company shall not make or agree to make any payments to the holders of Series B Preferred Stock will have no right or claim any equity securities ranking junior to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Willis Lease Finance Corp)
Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, the holders of shares of the Series B C Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally Company available for distribution to its stockholders, after and before any payment shall be made or any assets distributed to the holders of the Common Stock or provision for any other Junior Stock an amount per share (the Corporation’s debts “Liquidation Preference Amount”) equal to any accrued and other liabilities, a liquidation preference unpaid dividends attributable to such share plus the greater of (i) $10.00 per share of the Series C Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to affecting the Series B Preferred Stocknumber of such shares issued and outstanding), plus an or (ii) the per share amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to that holders of Junior StockSeries C Preferred Stock would have received if all of such holders had converted their shares of Series C Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or winding up. If the assets of the Corporation legally available for distribution to stockholders Company are insufficient not sufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares Liquidation Preference Amount, then all of any class or series of Parity Preferred Stock, all said assets will be distributed to among the holders of the Series B C Preferred Stock and any class or series ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Parity Series C Preferred Stock shall be distributed pro rata so that the equal to a ratably proportionate amount of assets distributed per the liquidation payment with respect to each outstanding share of Series B C Preferred Stock and such class or series Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on a majority of the Series B C Preferred Stock and such class Stock) or series a combination thereof. For the avoidance of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidationdoubt, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances no cash shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior paid or distributed to the payment date stated therein, to holders of Junior Stock unless each record holder of the outstanding shares of Series B C Preferred Stock at has been paid in cash the respective addresses of full Liquidation Preference Amount to which such holders holder is entitled as the same shall appear on the stock transfer records of the Corporationprovided herein. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions to which they are entitledLiquidation Preference Amount, the such holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B C Preferred Stock is will not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up any further participation as such in any distribution of the affairs assets of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Home Solutions of America Inc)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, the holders of shares of Series B F Preferred Stock are will be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to 50% times the purchase price per share of such Preferred Stock, plus any accrued and but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is payments are made to holders of Junior Stock. If the assets prior classes of preferred stock or Common Stock of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall Company. Any remaining amounts will be distributed pro rata so that ratably to all preferred shareholders on an as-converted basis until such time as all preferred shareholders have received an amount equal to one times the amount of assets distributed purchase price per share of Series B such Preferred Stock and plus any accrued but unpaid dividends. Any remaining amounts will be distributed ratably to all shareholders on an as-converted basis until such class or time as the Series F shareholders have received twice their investment [this is pari-passu with the existing terms for all series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each otherpfd.]. Written notice of any distribution in connection with any such liquidation, dissolution or winding up An acquisition of the affairs Company in which its stockholders immediately prior to such event do not own a majority of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder outstanding shares of the Series B Preferred Stock at surviving corporation or the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance sale of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs Company, will be treated as a liquidation (collectively, a “Liquidation Event”). Conversion/Antidilution: Series F Preferred will be convertible in whole or in part, initially on a one for one basis, into shares of Common Stock. The conversion price of the Corporation. In determining whether a distribution Series F Preferred will be subject to Exhibit B Placement Agreement Alien Technology and AEI adjustment to prevent dilution in the event that the Company issues additional shares (other than (i) shares issued upon voluntary exercise of stock options that are approved by the Board of Directors and are issued pursuant to the Company’s stock option plan, (ii) shares issued in public offerings, (iii) shares issued in acquisitions of other companies, (iv) shares issued in lease or involuntary liquidationloan transactions and (v) shares issued in connection with conversion of Preferred stock) at a purchase price less than the Series F Preferred original purchase price. In such event, dissolution or winding up of the affairs of conversion price will be adjusted on a weighted average basis pari-passu with Series A, B, C, D and E. There will also be proportional adjustments for stock splits, stock dividends, reclassification and the Corporation) by dividend, redemption or other acquisition of shares of like. Automatic Conversion: The Series F Shares will be automatically converted into common stock of the Corporation or otherwise is permitted under Company (the Maryland General Corporation Law“Common Stock”), no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time then applicable conversion price, (i) upon the closing of a sale of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holderCompany’s shares of Series B Preferred Common Stock into Common Shares immediately pursuant to a firm commitment underwritten public offering by the Company at a market capitalization of not less than $250,000,000 with proceeds (prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount underwriter commissions and discounts) equal to or greater than $25,000,000 or (ii) with the amount that would be distributed to such holder if such holder did not convert such shares written consent of Series B a majority of all Preferred Stock into Common SharesStock.
Appears in 1 contract
Liquidation Preference. Upon any dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary involuntary, after payment of all amounts owing to holders of any capital stock ranking senior to the Series C Preferred Stock, the holders of outstanding shares of Series C Preferred Stock will be entitled to receive, out of the assets of the Corporation remaining after all of the Corporation's debts and liabilities have been paid or otherwise provided for, but before any payments have been made to the holders of Common Stock, Series A and Series B Preferred Stock or any other class or series of capital stock of the Corporation ranking junior in preference to the Series C Preferred Stock, an amount equal to the amount actually paid in cash for such share of Series C Preferred Stock (the "Series C Original Purchase Price") plus interest accruing on the Series C Original Purchase Price from the issue date of the securities in respect of which the Series C Preferred Stock were issued through the date of such payment at a per annum rate of interest equal to the three month London Interbank Offered Rate, as announced on the first business day of each calendar quarter in the "Money Rates" column of the Eastern Edition of The Wall Street Journal, plus one hundred and fifty (150) basis points plus any declared and unpaid dividends, if any (as to all holders entitled thereto, the "Series C Aggregate Liquidation Preference"). If upon any such dissolution, liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available to be distributed as aforesaid among the holders of the Series C Preferred Stock shall be insufficient to permit the payment in full to them of the Series C Aggregate Liquidation Preferences, then the entire assets of the Corporation so to be distributed shall be distributed ratably based upon their respective Series C Aggregate Liquidation Preferences among such holders of the Series C Preferred Stock. Upon any dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary, after payment of all amounts owing to holders of any capital stock ranking senior to the Series A Preferred Stock and the Series B Preferred Stock, including the Series C Preferred Stock, the holders of outstanding shares of Series A Preferred Stock and Series B Preferred Stock are will be entitled to be paid receive, out of the assets of the Corporation legally available for distribution to its stockholders, remaining after payment all of or provision for the Corporation’s 's debts and liabilities have been paid or otherwise provided for, but before any payments have been made to the holders of Common Stock or any other liabilities, a liquidation class or series of capital stock of the Corporation ranking junior in preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Series A Preferred Stock and the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends $1.00 per share (whether or not earned, authorized or declaredthe "Series A Original Purchase Price") thereon to and including in the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets case of the Corporation legally available for distribution Series A Preferred Stock, and an amount equal to stockholders are insufficient to pay $4.55 per share (the "Series B Original Purchase Price") in full the liquidation preference on case of the Series B Preferred Stock, plus interest accruing on the Series A or Series B Original Purchase Price, as the case may be, from the issue date of the securities in respect of which the Series A Preferred Stock or the Series B Preferred Stock, as the case may be, were issued through the date of such payment at a per annum rate of interest equal to the three month London Interbank Offered Rate, as announced on the first business day of each calendar quarter in the "Money Rates" column of the Eastern Edition of The Wall Street Journal, plus one hundred and fifty (150) basis points (as to all holders entitled thereto, the "Series A Aggregate Liquidation Preference" in the case of the Series A Preferred Stock and the liquidation preference on "Series B Aggregate Liquidation Preference" in the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders case of the Series B Preferred Stock (the Series A and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear Aggregate Liquidation Preferences, collectively being referred to each other as the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other"Junior Aggregate Liquidation Preferences")). Written notice of any distribution in connection with If upon any such dissolution, liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date whether voluntary or dates when, and the place or places whereinvoluntary, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were available to be dissolved at distributed as aforesaid among the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of and the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed insufficient to have converted (regardless permit the payment in full to them of whether the Series A and Series B Aggregate Liquidation Preferences, then the entire assets of the Corporation so to be distributed shall be distributed ratably based upon their respective Junior Aggregate Liquidation Preferences among such holder actually converted) such holder’s shares holders of the Series A Preferred Stock and the Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesStock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allied Riser Communications Corp)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the shares of Series B Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts prior and other liabilities, a liquidation in preference of $10.00 per share (subject to appropriate adjustment in the event any distribution of any of the assets of the Corporation to the holders of any common stock dividend, or any other class or series of capital stock split, combination or other similar recapitalization with respect ranking junior to the Series B Preferred Stock), plus an amount in cash per outstanding share of the Series B Preferred Stock equal to any accrued and unpaid dividends $1.00 (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock"Series B Liquidation Preference"). If the assets of the Corporation legally available for distribution to stockholders are insufficient not sufficient to pay in full the liquidation preference on Series B Liquidation Preference payable to the holders of outstanding shares of Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of other securities that rank pari passu with the Series B Preferred Stock and any class or series Stock, then the holders of Parity Preferred Stock all such shares shall be distributed pro rata so that share ratably in such distribution of assets in proportion to the amount which would be payable on such distribution if the Series B Liquidation Preference to which the holders of assets distributed per share outstanding shares of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on preferences to which the holders of other securities that rank pari passu with the Series B Preferred Stock and are entitled were paid in full. Upon any such class liquidation, dissolution or series winding up of Parity the Corporation, after the holders of Series B Preferred Stock bear shall have been paid in full their Series B Liquidation Preference, the holders of shares of Series B Preferred Stock shall not be entitled to each othershare in any further distribution of assets. For the purposes of this Section 2, the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property, assets or outstanding equity securities of the Corporation or the merger or consolidation of the Corporation with one or more corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, where the amounts distributable in such circumstances amount shall be payable, shall be given by first class mail, postage pre-paidprepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each the holders of record holder of the Series B Preferred Stock at the their respective addresses of such holders as the same shall then appear on the stock transfer records books of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and holders of Common Stock or any other liabilities, a liquidation preference series or class or classes of $10.00 per share (subject to appropriate adjustment in stock of the event of any stock dividend, stock split, combination or other similar recapitalization with respect Corporation ranking junior to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B E Preferred Stock and the liquidation preference on the shares of any class upon liquidation, dissolution or series of Parity Preferred Stockwinding up, all assets distributed to the holders of the shares of Series B Preferred Stock and any class or series of Parity E Preferred Stock shall be distributed pro rata so that the amount of assets distributed entitled to receive $1,500.00 per share of (the "Liquidation Preference"); thereafter, such holders shall be entitled, with respect to their Series B E Preferred Stock and all dividends accrued and unpaid thereon to the date of final distribution to such class or series of Parity Preferred Stock shall in all cases bear holders, to each other the same ratio that the liquidation preference per share on an as if converted to Common Stock basis with the Series B Preferred holders of the shares of Common Stock and such class or series as provided in paragraph (b) of Parity Preferred Stock bear to each otherthis Section (4). Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, stating or proceeds thereof, distributable among the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder holders of the shares of Series A Preferred Stock, Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4Stock, after payment of the full amount of the liquidation distributions to which they are entitledSeries C Preferred Stock, the holders of Series B D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock will have no right or claim and any other shares of stock ranking, as to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up up, on a parity with the Series E Preferred Stock, shall be insufficient to pay in full the liquidation preferences of all of such series and liquidating payments in respect thereof, then such assets, or the affairs of proceeds thereof, shall be distributed among the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition holders of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation LawSeries A Preferred Stock, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock is entitled to receive and any such other stock ratably in accordance with the respective amounts which would be payable with respect to a voluntary or involuntary liquidation, dissolution or winding up the liquidation preferences of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series A Preferred Stock, Series B Preferred Stock into Common Shares.Stock, Series C
Appears in 1 contract
Samples: Ii __________________________________________ Stock Purchase Agreement (Scana Corp)
Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series B B-1 Convertible Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholdersCorporation, after payment whether such assets constitute stated capital or surplus of or provision for the Corporation’s debts and other liabilitiesany nature, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect Series B-1 Convertible Preferred Stock equal to the Series B Preferred Stock), plus an amount equal to any sum of (i) all dividends accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of paymentfinal distribution to such holders, but without interest(ii) accrued and unpaid interest on dividends in arrears to the date of distribution at the rate specified in Section 4(a), and (iii) $1,000.00 (collectively, "the Liquidation Preference"), and no more, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Series B B-1 Convertible Preferred Stock (collectively, the "Junior Liquidation Stock"); PROVIDED, HOWEVER, that such rights shall accrue to the holders of Series B-1 Convertible Preferred Stock only in the event that the Corporation's payments with respect to the liquidation preference of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series B-1 Convertible Preferred Stock (the "Senior Liquidation Stock") are fully met. After the liquidation preferences of the Senior Liquidation Stock are fully met, the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B-1 Convertible Preferred Stock and any other class or series of Parity the Corporation's capital stock having parity as to liquidation rights with the Series B-1 Convertible Preferred Stock shall be distributed pro rata so that (the amount "Parity Liquidation Stock") in proportion to the respective preferential amounts to which each is entitled (but only to the extent of assets distributed per share such preferential amounts). After payment in full of the liquidation price of the shares of the Series B B-1 Convertible Preferred Stock and such class or series of the Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledLiquidation Stock, the holders of Series B Preferred Stock will have no right or claim such shares shall not be entitled to any further participation in any distribution of the remaining assets of by the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities, or other property or business shall not in and of itself will be deemed to constitute considered a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
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Liquidation Preference. Upon Subject to the rights of any voluntary applicable Senior Units, in the event of (i) a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the affairs Partnership with or into another entity, which events are approved by a majority of the CorporationIndependent Directors (any such event, an “Optional Liquidation Preference Event”), the holders of shares of Series B Class A Convertible Preferred Stock are Units shall be entitled to be paid receive, in exchange for any Class A Convertible Preferred Unit, out of the assets of the Corporation legally available Partnership, an amount per Class A Convertible Preferred Unit equal to the Class A Convertible Preferred Unit Liquidation Preference Amount before any payment is made, or any assets are distributed, to the holders of Common Units or Junior Units but following any payment to be made or any assets to be distributed to any Senior Units and concurrent with any payment to be made or any assets to be distributed to Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such holder’s sole discretion, to exercise its right to receive, in exchange for distribution any Class A Convertible Preferred Unit, the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to its stockholdersthe Partnership of such election. If, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividenda Liquidating Event or an Optional Liquidation Preference Event, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event, the holders of such Class A Convertible Preferred Units shall share in any such distribution pro rata with the holders of all Pari Passu Units outstanding in proportion to the full amounts to which they would otherwise be respectively entitled (i.e., the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets amount to be distributed to the holders of the Series B Class A Convertible Preferred Stock and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that equal to the product of (i) the amount available for distribution, multiplied by (ii) a fraction, the numerator of assets distributed per share which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of Series B an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Stock Unit Liquidation Preference Amount plus any accumulated and such class or series of Parity declared and unpaid Class A Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Distributions of the affairs electing holders) and the denominator of which is the sum of the Corporationaggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, stating the payment date or dates when, aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions of such holders) and the place or places whereaggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributable in such circumstances distributed to any holder of Class A Convertible Preferred Units shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior in cash to the payment date stated thereinextent cash is available, unless otherwise previously consented to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange in writing by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
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Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in In the event of any stock dividendLiquidation, stock split, combination after payment or provision for payment by the Company of the debts and other similar recapitalization liabilities of the Company and the liquidation preference of any Senior Securities that rank senior to the Series A Preferred Stock with respect to the Series B Preferred Stock)distributions upon Liquidation, plus each Holder shall be entitled to receive an amount in cash for each share of the then outstanding Series A Preferred Stock held by the Holder equal to any accrued and unpaid dividends the greater of (whether or not earned, authorized or declareda) thereon the Stated Value per share to and including the date full payment is tendered to Holders with respect to such Liquidation and (b) the amount the Holder would have received if the Holder had converted all outstanding shares of paymentSeries A Preferred Stock into Common Stock in accordance with the provisions of Section 6(A) hereof or redeemed all outstanding shares of Series A Preferred Stock into Common Stock under Section 6(B) hereof (whichever is greater), but without interestin each case as of the Business Day immediately preceding the date of such Liquidation (such greater amount being referred to herein as the "Liquidation Preference"), before any distribution of assets is shall be made to the holders of any Junior Securities (and any Senior Securities or Parity Securities that, with respect to distributions upon Liquidation, rank junior to the Series A Preferred Stock) upon the Liquidation of the Company. If In case the assets of the Corporation legally Company available for distribution payment to stockholders Holders are insufficient to pay in the full the liquidation preference Liquidation Preference on all outstanding shares of the Series B A Preferred Stock and all outstanding shares of Parity Securities and Senior Securities that, with respect to distributions upon Liquidation, are pari passu with the Series A Preferred Stock in the amounts to which the holders of such shares are entitled, then the entire assets of the Company available for payment to Holders of the Series A Preferred Stock and to the holders of such Parity Securities and Senior Securities shall be distributed ratably among Holders of the Series A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of such Parity Securities and Senior Securities, based upon the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the aggregate amount of assets distributed per share of Series B Preferred Stock and due on such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each othershares upon Liquidation. Written notice of any distribution in connection with any such liquidation, dissolution or winding up Liquidation of the affairs of the CorporationCompany, stating the a payment date or dates when, and the place or places where, where the distributable amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, facsimile and overnight delivery not less than 30 nor more than 60 ten (10) calendar days prior to the payment date stated therein, to each Holders of record holder of the Series B A Preferred Stock Stock, if any, at the their respective addresses of such holders as the same shall appear on the stock transfer records books of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
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Samples: Limited Liability Company Agreement (Seven Arts Pictures PLC)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series B $100 Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholdersCorporation, after payment of whether such assets are stated capital or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event surplus of any stock dividendnature, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any the dividends accrued and unpaid dividends (thereon to the date of final distribution to such holders, whether or not earneddeclared, authorized or declared) thereon to and including the date of payment, but without interest, and a sum equal to $1,000 per share, and no more, before any distribution of assets is payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of or any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Common Stock and or any other class or series of Parity the Corporation's capital stock ranking junior to the liquidation rights of the $100 Preferred Stock shall be distributed pro rata so that (the amount "Junior Liquidation Stock"). In the event the assets of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear the Corporation available for distribution to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of stockholders upon any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the $100 Preferred Stock, the $3.50 Convertible Preferred Stock and any other class or series of the Corporation's capital stock which may hereafter be created having parity as to liquidation rights with the $100 Preferred Stock (the "Parity Liquidation Stock"), stating the payment date or dates when, holders of the $100 Preferred Stock and the place or places where, holders of the amounts distributable Parity Liquidation Stock shall share ratably in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior any distribution of assets of the Corporation in proportion to the payment date stated therein, to each record holder of the Series B Preferred Stock at the full respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions preferential amounts to which they are entitledentitled (but only to the extent of such preferential amounts). After payment in full of the liquidation preferences of the shares of $100 Preferred Stock, the holders of Series B Preferred Stock will have no right or claim such shares shall not be entitled to any further participation in any distribution of the remaining assets of by the Corporation. The consolidation Neither a merger, consolidation, or merger other business combination of the Corporation with or into another entity, corporation or other entity nor a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or other property or business shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs Corporation for purposes of this Section 4 (unless in connection therewith the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock liquidation of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stockspecifically approved). Notwithstanding the above, for purposes of determining the amount each The holder of any shares of Series B $100 Preferred Stock is shall not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each any payment owned for such shares under this Section 4 until such holder of shares of Series B Preferred Stock shall cause to be deemed delivered to have converted the Corporation (regardless of whether such holder actually convertedi) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert certificate(s) representing such shares of Series B $100 Preferred Stock into Common Sharesand (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such shares of $100 Preferred Stock to the Corporation free of any adverse interest. As in the case of the Redemption Price referred to below, no interest shall accrue on any payment upon liquidation after the due date thereof.
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Liquidation Preference. Upon any In the event of a liquidation, ---------------------- dissolution or winding up of the Corporation, whether voluntary or involuntary involuntary, the holders of Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporation ranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior Liquidation ------------------ Stock"); provided, that such rights shall accrue to the holders of Convertible ----- Preferred Stock only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (such capital stock being referred to herein as "Senior Liquidation ------------------ Stock") are fully met. If upon liquidation, dissolution or winding up of the affairs of the ----- Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution after the liquidation preferences of any Senior Liquidation Stock are insufficient to its stockholderspay the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a parity as to liquidation rights with the Convertible Preferred Stock, after the entire assets of the Corporation then available for distribution shall be distributed ratably among the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a parity as to liquidation rights with the Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event shares of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Convertible Preferred Stock), plus an amount equal the holders of such shares shall not be entitled to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before further participation in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or other property or business shall not will be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 5.
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Samples: Preferred Stock Purchase Agreement (New Century Financial Corp)
Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary (a "Liquidation"), the holders of shares the Series B Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $[insert original per share purchase price] per share of Series B Preferred Stock are entitled plus the amount of any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2 and any declared but unpaid Additional Dividends as of such date (collectively, the "Liquidation Preference"). Such payment shall be paid out made before any payment shall be made or any assets distributed to the holders of any class or series of the assets Common Stock, the holders of the Corporation legally available for distribution Series A 6% Convertible Preferred Stock or any other class or series of the Company's capital stock ranking junior as to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect rights to the Series B Preferred Stock). After the Liquidation Preference has been paid in full pursuant to this Section 3, plus an amount equal the holders of the Series A 6% Convertible Preferred Stock shall be entitled to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon receive their liquidation preference as set forth in the First Amendment to and including the date Certificate of Designation of the Series A 6% Convertible Preferred Stock. Following payment, but without interestfirst, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and of the full preferential amounts described in the first sentence of this Section 3 and, second, to the holders of the Series A 6% Convertible Preferred Stock of the full preferential amounts described in the First Amendment to the Certificate of Designation of the Series A 6% Convertible Preferred Stock, the remaining assets (if any) of the Company available for distribution to stockholders of the Company shall be distributed, subject to the rights of the holders of shares of any class or other series of Parity Preferred Stock shall be distributed ranking prior to the Common Stock as to distributions upon Liquidation, pro rata so that among (i) the amount holders of assets distributed per share the then outstanding shares of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on (as if the Series B Preferred Stock and such class or series of Parity Preferred had been converted into Common Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up as of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days immediately prior to the date fixed for determination of stockholders entitled to receive such distribution) and (ii) the holders of the Common Stock and any other shares of capital stock of the Company ranking on a parity with the Common Stock as to distributions upon Liquidation. If upon any Liquidation the assets available for payment date stated therein, of the Liquidation Preference are insufficient to each record holder permit the payment to the holders of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of preferential amounts described in this paragraph, then all the liquidation distributions to which they are entitled, remaining available assets shall be distributed among the holders of the then outstanding Series B Preferred Stock will have no right or claim pro rata according to any the number of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of then outstanding shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidationheld by each holder thereof. A Corporate Transaction (as hereinafter defined), dissolution or winding up shall at the election of the affairs holders of a majority of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless outstanding at the time constitute a Liquidation for purposes of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event ifthis Section 3, as a result of other than an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesExcluded Corporate Transaction.
Appears in 1 contract
Liquidation Preference. Upon In the event of any voluntary or ---------------------- involuntary liquidation, winding-up or dissolution or winding up of the affairs Company or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the CorporationCompany's capital stock, after there shall have been paid, or set apart for payment, to the holders of the outstanding shares of any class having preference over the Convertible Preferred Stock the preferential amounts as to which they are respectively entitled, the holders of the Convertible Preferred Stock shall be entitled to share ratably with the holders of the Common Stock (and all other classes and series of stock entitled to participate with the Common Stock) in the remaining assets of the Company on the basis that such holders would share if all outstanding shares of Series B Convertible Preferred Stock are were then converted into Common Stock; provided, that in the -------- event that such payment would be less than $0.01 per share of Convertible Preferred Stock, the holders of the Convertible Preferred Stock shall instead be entitled to be paid receive out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment whether from capital, surplus or earnings, an amount per share of or provision for the Corporation’s debts and other liabilities, a liquidation preference of Convertible Preferred Stock equal to $10.00 0.01 per share (subject to appropriate adjustment or if less than $0.01 per share is available for distribution in respect of the event Convertible Preferred Stock, then all such remaining funds shall be distributed pro rata in respect of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B --- ---- Convertible Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is shall be made to the holders of Junior the Common Stock (or any other class or series of stock entitled to participate with the Common Stock). If If, upon any liquidation, winding-up or dissolution of the Company, the assets of the Corporation legally available for distribution to stockholders are Company, or proceeds thereof, distributable among the holders of shares of Convertible Preferred Stock or any capital stock ranking on a parity with the Convertible Preferred Stock upon liquidation, winding-up or dissolution of the Company, shall be insufficient to pay in full the liquidation preference on preferential amounts to which such stock would be entitled, then such assets, or the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payableproceeds thereof, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at distributable among such holders ratably in accordance with the respective addresses of amounts which would be payable on such holders as shares if all amounts payable thereon were payable in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4purposes hereof, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The neither a consolidation or nor merger of the Corporation Company with one or into another entitymore other corporations, nor a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation sale or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidationCompany, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless be a liquidation, winding- up or dissolution, voluntary or involuntary, of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Liquidation Preference. Upon any voluntary or involuntary In the event of a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series B C Convertible Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for Corporation, whether such assets constitute stated capital or surplus of any nature, an amount per share of Series C Convertible Preferred Stock equal to the sum of (I) all dividends accrued and unpaid thereon to the date of final distribution to its stockholderssuch holders, after (ii) accrued and unpaid interest on dividends in arrears to the date of distribution at the rate specified in Section 4(a), and (iii) $3.375 (collectively, the "Liquidation Preference"), and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or provision for any other class or series of the Corporation’s debts and other liabilities, a 's capital stock ranking junior as to liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect rights to the Series B C Convertible Preferred Stock (collectively, the "Junior Liquidation Stock"), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to its stockholders are insufficient to pay in the full the liquidation preference on Liquidation Preference payable to the Series B C Convertible Preferred Stock and the full liquidation preference on the shares preferences of any other class or series of the Corporation's capital stock having parity as to liquidation rights with the Series C Convertible Preferred Stock (the "Parity Preferred Liquidation Stock, all ") then the entire assets of the Corporation available for distribution shall be distributed to ratably among the holders of the Series B C Convertible Preferred Stock and any class or series the Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of Parity Preferred Stock shall be distributed pro rata so that such preferential amounts). After payment in full of the amount liquidation price of assets distributed per share the shares of the Series B C Convertible Preferred Stock and such class or series of the Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledLiquidation Stock, the holders of Series B Preferred Stock will have no right or claim such shares shall not be entitled to any further participation in any distribution of the remaining assets of by the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities, or other property or business shall not in and of itself will be deemed to constitute considered a liquidation, dissolution dissolution, or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
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Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCompany, either voluntary or involuntary, the holders of shares the Series E Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series D Preferred Shares, the holders of the Series C Preferred Shares, the holders of the Class B Preferred Stock are Shares, the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Series E Preferred Share that equals to (i) one hundred and twenty five percent (125%) of the applicable Series E Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series E Preferred Share Preference Amount”). After the full Series E Preferred Share Preference Amount on all outstanding Series E Preferred Shares has been paid, the holders of the Series D Preferred Shares shall be entitled to be paid out receive, prior to any distribution to the holders of the Series C Preferred Shares , the holders of the Class B Preferred Shares, the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Series D Preferred Share equals to (i) one hundred percent (100%) of the applicable Series D Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series D Preferred Share Preference Amount”). After the full Series D Preferred Share Preference Amount on all outstanding Series D Preferred Shares has been paid, the holders of the Series C Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Class B Preferred Shares, the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Series C Preferred Share equals to (i) one hundred percent (100%) of the applicable Series C Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series C Preferred Share Preference Amount”). After the full Series C Preferred Share Preference Amount on all outstanding Series C Preferred Shares has been paid, the holders of the Class B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Series A Preferred Shares, the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Class B Preferred Share equals to (i) one hundred percent (100%) of the applicable Class B Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Class B Preferred Share Preference Amount”). After the full Class B Preferred Share Preference Amount on all outstanding Class B Preferred Shares has been paid but prior to any distribution to the holders of the Ordinary Shares, the holders of the Series A Preferred Shares shall be entitled to receive an amount per Series A Preferred Share equals to (i) one hundred percent (100%) of the Series A Deemed Preferred Share Issue Price, plus (ii) all accrued or declared but unpaid dividends thereon (collectively, the “Series A Preferred Share Preference Amount”, together with the Class B Preferred Share Preference Amount, the Series C Preferred Share Preference Amount, the Series D Preferred Share Preference Amount and the Series E Preferred Share Preference Amount, the “Preferred Share Preference Amount”). After the full Preferred Share Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets of the Corporation Company legally available for distribution to its stockholdersshareholders shall be distributed on a pro rata, after pari passu basis among the holders of the Preferred Shares (on an as-converted basis), together with the holders of the Ordinary Shares. If the Company has insufficient assets to permit payment of or provision for the Corporation’s debts and other liabilitiesSeries E Preferred Share Preference Amount in full to all holders of Series E Preferred Shares, a liquidation preference then the assets of $10.00 the Company shall be distributed ratably to the holders of the Series E Preferred Shares in proportion to the full Series E Preferred Share Preference Amount each such holder of Series E Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Series D Preferred Share Preference Amount in full to all holders of Series D Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series D Preferred Shares in proportion to the full Series D Preferred Share Preference Amount each such holder of Series D Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Series C Preferred Share Preference Amount in full to all holders of Series C Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series C Preferred Shares in proportion to the full Series C Preferred Share Preference Amount each such holder of Series C Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Class B Preferred Share Preference Amount in full to all holders of Class B Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Class B Preferred Shares in proportion to the full Class B Preferred Share Preference Amount each such holder of Class B Preferred Shares would otherwise be entitled to receive under this Section 5.1. If the Company has insufficient assets to permit payment of the Series A Preferred Share Preference Amount in full to all holders of Series A Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series A Preferred Shares in proportion to the full Series A Preferred Share Preference Amount each such holder of Series A Preferred Shares would otherwise be entitled to receive under this Section 5.1. For the purpose of this Agreement, the “Series E Deemed Preferred Share Issue Price” means US$2.33984442 per share for each Series E Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein; the “Series D Deemed Preferred Share Issue Price” means US$1.182455131 per share for each Series D Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein; the “Series C Deemed Preferred Share Issue Price” means US$0.568621807 per share for each Series C Preferred Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein; the “Class B Deemed Preferred Share Issue Price” means (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization i) with respect to the Series B Preferred Stock)Shares, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available US$0.1800 per share for distribution to stockholders are insufficient to pay in full the liquidation preference on the each Series B Preferred Stock Share, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock are otherwise provided herein; and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationii) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidationthe Series B-1 Preferred Shares, dissolution or winding up of the affairs of the Corporation, US$0.314556745 per share for each such holder of shares of Series B B-1 Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event ifShare, as a result of an actual conversionadjusted for share dividends, such holder would receivesplits, in combinations, recapitalizations or similar events and are otherwise provided herein (as the aggregatecase may be); the “Series A Deemed Preferred Share Issue Price” means US$0.0455 per share for each Series A Preferred Share, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesas adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon up to and including but excluding the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Liquidation Preference. Upon The 6% Non-voting Cumulative Preferred Shares, Series A shall be preferred over the Company's Common Shares and any voluntary or involuntary other series of Preferred Shares hereafter created by the Company as to assets so that in the event of any liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, whether voluntary or involuntary, the holders of shares of the 6% Non-Voting Cumulative Preferred Shares, Series B Preferred Stock are A shall be entitled to be paid receive on a ratable basis out of the assets of the Corporation legally Company available for distribution to its stockholdersshareholders, after payment of whether from capital, surplus or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestearnings, before any distribution of assets is made to holders of Junior StockCommon Shares or any other series of Preferred Shares, an amount equal to $1,000 per share, plus all dividends and distributions accrued and unpaid on the 6% Non-voting Cumulative Preferred Shares, Series A to the date payment is made. If upon any liquidation, dissolution or winding-up of the Company, the assets of the Corporation legally available for distribution to stockholders Company, or the proceeds thereof, distributable among the holders of the 6% Non-voting Cumulative Preferred Shares, Series A are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class preferential amount aforesaid, then such assets, or series of Parity Preferred Stockproceeds thereof, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and among such class or series of Parity Preferred Stock shall holders ratably in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection accordance with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of amount which would be payable on such holders as the same shall appear on the stock transfer records of the Corporationshares if all amounts payable thereon were paid in full. Subject to the last sentence For purposes of this Section paragraph 4, after payment neither the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right property or claim to any of the remaining assets of the Corporation. The Company, nor the consolidation or merger of the Corporation Company with one or into another entitymore companies, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon winding-up, voluntary or involuntary involuntary, unless such voluntary sale, lease, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding winding-up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and other liabilitiesholders of Junior Shares, a liquidation preference the holders of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Shares shall be entitled to receive Twenty Eight Dollars and Fifty Cents ($28.50) (the "Liquidation Preference") per Series B Preferred Share plus an amount equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) accumulated, accrued and unpaid thereon to and including the date of final distribution to such holders; but such holders shall not be entitled to any further payment; provided, but without interestthat the dividend payable with respect to the Dividend Period containing the date of final distribution shall be equal to the greater of (i) the dividend provided in Section 3(a)(i) or (ii) the dividend determined pursuant to Section 3(a)(ii) for the preceding Dividend Period. Until the holders of the Series B Preferred Shares have been paid the Liquidation Preference in full, before any distribution of assets is no payment will be made to holders any holder of Junior StockStock upon the liquidation, dissolution, or winding up of the Corporation. If If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation legally available for distribution to stockholders are Corporation, or proceeds thereof, distributable among the holders of the Series B Preferred Shares shall be insufficient to pay in full the liquidation preference preferential amount aforesaid and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Preferred StockShares, all assets distributed to then such assets, or the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock proceeds thereof, shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, among the holders of Series B Preferred Stock will have no right or claim to Shares and any such other Parity Shares ratably in accordance with the respective amounts that would be payable on such Series B Preferred Shares and any such other Parity Shares if all amounts payable thereon were paid in full. For the purposes of the remaining assets of the Corporation. The this Section 4, (i) a consolidation or merger of the Corporation with one or into another entitymore corporations, a merger of another entity with real estate investment trusts or into the Corporationother entities, a statutory share exchange by the Corporation or (ii) a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s 's property or business or (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Purchase Agreement (Prudential Insurance Co of America)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in a) In the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining Company, whether a distribution (other than upon voluntary or involuntary liquidation(a “Liquidation”), dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock then outstanding shall be entitled to receive out of the available assets of the Company, whether such assets are stated capital or surplus of any nature, an amount on such date equal to $$[insert original per share purchase price] per share of Series A Preferred Stock (the “Liquidation Preference”) plus the amount of any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other class or series of the Company’s capital stock ranking junior as to liquidation rights to the Series A Preferred Stock. Notwithstanding Following payment to the aboveholders of the Series A Preferred Stock of the full preferential amounts described in the first sentence of this Section 3(a), the remaining assets (if any) of the Company available for purposes distribution to stockholders of determining the amount each holder Company shall be distributed, subject to the rights of the holders of shares of Series B any other series of Preferred Stock is entitled ranking prior to receive with respect the Common Stock as to a voluntary or involuntary liquidationdistributions upon Liquidation, dissolution or winding up pro rata among the holders of the affairs Common Stock and any other shares of capital stock of the CorporationCompany ranking on a parity with the Common Stock as to distributions upon Liquidation. If upon any Liquidation the assets available for payment of the Liquidation Preference are insufficient to permit the payment to the holders of the Series A Preferred Stock of the full preferential amounts described in this paragraph, each such holder then all the remaining available assets shall be distributed among the holders of the then outstanding Series A Preferred Stock pro rata according to the number of then outstanding shares of Series B A Preferred Stock shall be deemed to have converted (regardless held by each holder thereof. A Corporate Transaction, other than an Excluded Corporate Transaction, shall, at the election of whether such holder actually converted) such holder’s shares the holders of a majority of the Series B A Preferred Stock into Common Shares immediately prior to such liquidation event ifoutstanding at the time, as constitute a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesLiquidation.
Appears in 1 contract
Samples: Subscription and Stockholders Agreement (Tumi Holdings, Inc.)
Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B Preferred Stock are will be entitled to be paid out of the assets of the Corporation we have legally available for distribution to its stockholdersour shareholders, after payment subject to the preferential rights of the holders of any class or provision for series of our capital stock we may issue ranking senior to the Corporation’s debts and other liabilitiesSeries B Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not earnedincluding, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockour common stock or any other class or series of our capital stock we may issue that ranks junior to the Series B Preferred Stock as to liquidation rights. If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference amount of the liquidating distributions on the all outstanding shares of Series B Preferred Stock and the liquidation preference corresponding amounts payable on the Series A Preferred Stock and on all shares of any class other classes or series of Parity our capital stock that we may issue ranking on a parity with the Series B Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B Preferred Stock and any class all other such classes or series of Parity Preferred Stock capital stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear will be entitled to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less no fewer than 30 nor days and no more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporationdate. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation or merger of the Corporation us with or into another entityany other corporation, a merger trust or entity or of another any other entity with or into us, or the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business business, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesus.
Appears in 1 contract
Samples: ir.carecloud.com
Liquidation Preference. Upon In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of then-outstanding shares of Series B Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount per share equal to the sum of (i) the dividends, if any, accumulated or deemed to have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (ii) the Stated Value thereof, and no more, before any payment shall be made or any assets distributed to the holders of any Junior Liquidation Securities. After any such payment in full, the holders of Series B Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series B Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or winding up) among the holders of the then-outstanding shares of Series B Preferred Stock and Parity Liquidation Securities, if any, when such assets are not sufficient to pay in full the aggregate amounts payable thereon. Neither a consolidation or merger of the Corporation with or into any other Person or Persons, nor a sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets for cash, securities or other property to a Person or Persons shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Article IV, but the holders of shares of Series B Preferred Stock shall nevertheless be entitled from and after any such consolidation, merger or sale, conveyance, lease, exchange or transfer of all or part of the Corporation's assets to the rights provided by this Article IV following any such transaction. Notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to each holder of shares of Series B Preferred Stock in such circumstances shall be payable, shall be given by first first-class mail, postage pre-paidprepaid, mailed not less than 30 nor more than 60 45 days prior to the any payment date stated therein, to each holders of record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall they appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger record books of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all as of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each date such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesnotices are first mailed.
Appears in 1 contract
Samples: Investment Agreement (Magellan Health Services Inc)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationa Liquidation Event (as defined below), the holders of shares of Series B A Preferred Stock are entitled to be paid receive out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Common Stock, liquidating distributions in the amount of [$7.91] per share (as equitably adjusted for any stock dividends, combinations, splits, recapitalizations or similar events with respect to such shares) (the “Series A Original Issue Price”), plus (i) an additional amount equal to eight percent (8%) of the Series A Original Issue Price per year, calculated based on the number of days elapsed prior to the Liquidation Event and (ii) any declared, but unpaid dividends (the amount payable to a holder of Series A Preferred Stock upon a Liquidation Event as aforesaid being referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets Liquidation Preference and any amounts payable upon a Liquidation Event to other shares of stock of the Corporation legally available for ranking as to any such distribution to stockholders are insufficient to pay in full the liquidation preference on a parity with the Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stockare not paid in full, all assets distributed to the holders of the Series B A Preferred Stock and of such other shares will share ratably in any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount such distribution of assets distributed per share of Series B Preferred Stock and such class or series the Corporation in proportion to the full respective preferential amounts to which they are entitled. For purposes of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of this Article FOURTH, a “Liquidation Event” is any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, either voluntary or involuntary, and unless otherwise determined by the election of the holders of a majority of the then outstanding Series A Preferred Stock, shall be deemed to be occasioned by, or to include, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or other transaction in which control of the Corporation is transferred, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation, stating ) unless the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days Corporation’s capital stock of record as constituted immediately prior to the payment date stated thereinsuch acquisition will, to each record holder immediately after such acquisition represent at least 50% of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records voting power of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right surviving or claim to any of the remaining assets of the Corporation. The consolidation acquiring entity or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or (B) a sale, lease, transfer or conveyance other disposition, in a single transaction or series of related transactions of all or substantially all of the Corporation’s assets and/or the intellectual property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Lawand its subsidiaries, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, taken as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shareswhole.
Appears in 1 contract
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and holders of Common Stock or any other liabilitiesseries or class or classes of stock of the Corporation ranking junior to the Preferred Stock upon liquidation, a liquidation preference dissolution or winding up, the holders of the shares of Preferred Stock shall be entitled to receive $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount per share equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) accrued and unpaid thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders are insufficient such holders; but such holders shall not be entitled to pay in full the liquidation preference any further payment. No payment on the Series B Preferred Stock and the liquidation preference on the shares account of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances Corporation shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior made to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B any class or series of stock ranking on a parity with the Preferred Stock will have no right or claim to any in respect of the remaining distribution of assets upon dissolution, liquidation or winding up unless there shall likewise be paid at the same time to the holders of the Corporation. The consolidation or merger of Preferred Stock like proportionate amounts determined ratably in proportion to the Corporation with or into another entity, a merger of another entity with or into full amounts to which the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance holders of all or substantially outstanding shares of Preferred Stock and the holders of all outstanding shares of the Corporation’s property or business shall not be deemed such parity stock are respectively entitled with respect to constitute a such distribution. If, upon any liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation. In determining whether a distribution (, or proceeds thereof, distributable among the holders of the shares of Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other than upon voluntary or involuntary shares of stock ranking, as to liquidation, dissolution or winding up up, on a parity with the Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Preferred Stock and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of Preferred Stock and any such other stock if all amounts payable thereon were paid in full. For the purposes of this Section 4, neither a consolidation or merger of the affairs Corporation with one or more corporations or other entities nor a sale, lease, exchange or transfer of all or any part of the Corporation) by dividend's assets for cash, redemption securities or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect property shall be given to amounts that would be needed, if the Corporation were deemed to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesvoluntary or involuntary.
Appears in 1 contract
Liquidation Preference. Upon any voluntary or involuntary The Class A Partnership Preferred Units shall rank, as to liquidation, dissolution or winding up of the affairs Partnership, prior to Class A Partnership Common Units and any other class of Partnership Units of the Corporation, the holders of shares of Series B Partnership ranking junior to Class A Partnership Preferred Stock are entitled Units as to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such rights upon liquidation, dissolution or winding up of the affairs Partnership, so that in the event of any liquidation, dissolution or winding up of the CorporationPartnership, stating the payment date whether voluntary or dates when, and the place or places whereinvoluntary, the amounts distributable in such circumstances holders of the Class A Partnership Preferred Units shall be payableentitled to receive out of the assets of the Partnership available for distribution to holders of Partnership Units, shall be given by first class mailwhether from capital, postage pre-paidsurplus or earnings, before any distribution is made to holders of Class A Partnership Common Units or any other such junior Partnership Units, an amount equal to $16.50 per unit (the "Liquidation Preference" of a Class A Partnership Preferred Units) plus an amount equal to all distributions (whether or not less than 30 nor more than 60 days prior earned or declared) accrued and accumulated and unpaid on the Class A Partnership Preferred Units to the payment date stated therein, to each record holder of final distribution. The holders of the Series B Class A Partnership Preferred Stock at Units will not be entitled to receive the respective addresses Liquidation Preference until the liquidation preference of such holders as the same shall appear on the stock transfer records any other class of Partnership Units of the Corporation. Subject Partnership ranking senior to the last sentence of this Section 4Class A Partnership Preferred Units as to rights upon liquidation, after dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of the full amount of the liquidation distributions to which they are entitledLiquidation Preference and such distributions, the holders of Series B Class A Partnership Preferred Stock Units will have no right or claim not be entitled to any further participation in any distribution of assets by the Partnership. If, upon any liquidation, dissolution or winding up of the remaining Partnership, the assets of the CorporationPartnership, or proceeds thereof, distributable among the holders of Parity Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts which would be payable on such units if all amounts payable thereon were paid in full. The For the purposes hereof, neither a consolidation or merger of the Corporation Partnership with or into another any other partnership, limited liability company, corporation or any other entity, nor a merger of another any other partnership, limited liability company, corporation or any other entity with or into the CorporationPartnership, nor a statutory share exchange by the Corporation sale or a sale, lease, transfer or conveyance of all or substantially all any part of the Corporation’s property Partnership assets for cash or business securities shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.
Appears in 1 contract
Samples: Cornerstone Properties Inc
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, after any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts holders of Senior Securities, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Securities, the holders of the shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be entitled to stockholders are receive an amount in cash equal to the greater of (x) the aggregate Liquidation Preferences (as set forth herein and in the Series C Designation) of the shares of Series C Preferred Stock and Series D Preferred Stock as of the date of liquidation, or (y) the aggregate amount that would have been received with respect to the shares of Series C Preferred Stock and Series D Preferred Stock if such stock had been converted to Common Stock immediately prior to such liquidation, dissolution or winding-up. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, shall be insufficient to pay in full the liquidation preference aforesaid amounts under clause (x) of the preceding sentence and liquidating payments on all Parity Securities, then such assets, or proceeds thereof, shall (i) be distributed among the shares of Series B C Preferred Stock and the liquidation preference Series D Preferred Stock taken together and all such other Parity Securities ratably in accordance with the respective amounts that would be payable on the such shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of such other Parity Preferred Stock shall be distributed pro rata so that Securities if all amounts payable thereon were paid in full and (ii) the amount of assets distributed per share of distributable under clause (i) to the Series B C Preferred Stock and such class or series of Parity Series D Preferred Stock taken together, shall in all cases bear first be distributed to each other the same ratio that the liquidation preference per share on the Series B C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and such class or series of Parity 62.5% to the Series D Preferred Stock bear to each otherStock. Written notice of If, upon any distribution in connection with any such liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation, or proceeds thereof, distributable to the Series C Preferred Stock and Series D Preferred Stock taken together shall be sufficient to pay in full the aforesaid amounts under clause (x) of the first sentence of this subsection 5(a) then such amount shall first be distributed to the Series C Preferred Stock until it has received an amount equal to the aggregate Preference Amounts (as defined in the Series C Designation) of all Series C Preferred Stock outstanding as of the date of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. The Any amounts distributed with respect to the Series D Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro rata among the shares of Series D Preferred Stock. For the purposes of this paragraph 5, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into another entity, a merger of another entity with one or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business more other entities shall not be deemed to constitute be a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Xo Communications Inc)
Liquidation Preference. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationcorporation, the holders each holder of any shares of Series B [A] Preferred Stock are then outstanding shall be entitled to be paid out of the assets of the Corporation legally corporation available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment Stockholders an amount in the event of any stock dividend, stock split, combination or other similar recapitalization with respect cash equal to the Series B Preferred Stock)Liquidation Preference of each such share, plus an amount in cash equal to all accrued but unpaid dividends thereon, to the extent not included within the Liquidation Preference of such share pursuant to the last sentence of paragraph (B)(iii), from the issuance date of such share, or if later, the most recent Dividend Payment Date to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any Junior Securities (the "Liquidation Preference" of a share of Series [A] Preferred Stock shall be equal to the sum of $_______ plus any accrued and but unpaid dividends added to the Liquidation Preference pursuant to the last sentence of paragraph (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockB)(iii)). If the assets of the Corporation legally available for distribution to stockholders corporation are insufficient not sufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed amounts payable to the holders of outstanding shares of the Series B [A] Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that Securities in the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice event of any distribution in connection with any such voluntary liquidation, dissolution or winding up of the affairs of the Corporationcorporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, then the holders of Series B Preferred Stock will have no right or claim to any all such shares shall share ratably in such distribution of the remaining assets of the Corporation. The consolidation or merger of the Corporation in accordance with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed payable on such distribution if the amounts to such holder if such holder did not convert such which the holders of outstanding shares of Series B [A] Preferred Stock into Common Sharesand the holders of outstanding shares of such Parity Securities are entitled were paid in full.
Appears in 1 contract
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationthis corporation, either voluntary or involuntary, (i) the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out receive, prior and in preference to any distribution of any of the assets of this corporation to the Corporation legally available for distribution holders of Common Stock by reason of their ownership thereof, an amount per share equal to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference sum of $10.00 per 0.25 for each outstanding share of Series A Preferred Stock (subject as adjusted to appropriate adjustment in the event of any reflect stock dividenddividends, stock split, combination or other similar recapitalization splits and recapitalizations with respect to such shares) (the "Original Issue Price for Series B A Preferred Stock), plus ") and an amount equal to any accrued and declared but unpaid dividends thereon, (whether or not earned, authorized or declaredii) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim shall be entitled to receive, prior, and in preference to any distribution of any of the remaining assets of this corporation to the Corporation. The consolidation or merger holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of $2.30 for each outstanding share of Series B Preferred Stock (as adjusted to reflect stock dividends, stock splits and recapitalizations with respect to such shares) (the "Original Issue Price for Series B Preferred Stock") and an amount equal to declared but unpaid dividends thereon, and (iii) the holders of Series C Preferred Stock shall be entitled to receive, prior, and in preference to any distribution of any of the Corporation assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of $0.7032 for each outstanding share of Series C Preferred Stock (as adjusted to reflect stock dividends, stock splits and recapitalizations with or into another entityrespect to such shares) (the "Original Issue Price for Series C Preferred Stock") and an amount equal to declared but unpaid dividends thereon. If, a merger upon the occurrence of another entity with or into such an event, the Corporation, a statutory share exchange by assets and property thus distributed among the Corporation or a sale, lease, transfer or conveyance of all or substantially all holders of the Corporation’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amount, then the assets and property or business of the corporation legally available for distribution shall not be deemed distributed ratably among the holders of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in proportion to constitute the aggregate preferential amounts owed such holders of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock upon a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharescorporation.
Appears in 1 contract
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B B-1 Preferred Stock are then outstanding shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment stockholders an amount in the event of any stock dividend, stock split, combination or other similar recapitalization with respect cash equal to the greater of (i) the Stated Value and (ii) the Common Stock Liquidation Amount (as defined below) for each share of Series B B-1 Preferred Stock), Stock outstanding plus an amount equal to any accrued and all declared but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestfixed for liquidation, before any distribution of payment shall be made or any assets is made distributed to the holders of any of the Junior StockSecurities (the " Liquidation Preference"); provided, however, that the holders of outstanding shares of Series B-1 Preferred Stock shall not be entitled to receive such liquidation payment until the liquidation payments on all outstanding shares of Senior Securities shall have been paid in full. If the assets of the Corporation legally available for distribution to stockholders are insufficient not sufficient to pay in full the liquidation preference on payments payable to the Series B Preferred Stock and the liquidation preference on the holders of outstanding shares of any class or series of Parity Series B-1 Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets distributed in accordance with the full respective preferential amounts that would be payable on such shares of Series B-1 Preferred Stock if all amounts payable thereon were paid in full. (b) For the purposes of this Section 4, "Common Stock Liquidation Amount" means the amount, if any, that each outstanding share of Series B-1 Preferred Stock would be entitled to receive following the payment by the Corporation of any liquidation preferences with respect to the Senior Securities, out of assets legally available for distribution as contemplated by the relevant provisions of the DGCL and applicable law, assuming that the holders of shares of Series B-1 Preferred Stock were entitled to participate with the holders of the Series B Preferred Stock and any class or series the Common Stock in all other assets of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per Corporation (with each share of Series B B-1 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear entitled to each other participate on the same ratio that basis as one thousand (1,000) shares of Common Stock). (c) For the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4, after payment (i) the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right property or claim to any of the remaining assets of the Corporation. The Corporation (unless and until such sale, conveyance, exchange or transfer is followed by the dissolution of the Corporation pursuant to the DGCL) or (ii) the consolidation or merger of the Corporation with one or into another entity, a merger of another entity with more other companies or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business entities shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon up, voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stockinvoluntary. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares5.
Appears in 1 contract
Samples: Registration Rights Agreement (Alterra Healthcare Corp)
Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of the Series B Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company, whether such assets are capital or surplus of any nature, before any payment shall be made or any assets distributed to the holders of the Common Stock or any other Junior Stock (but pari passu with any payment to holders of Series C Convertible Preferred Stock), an amount per share of Series B Preferred Stock calculated by taking the total amount available for distribution to holders of all the Company’s outstanding Common Stock before deduction of any preference payments for the Series B Preferred Stock or Series C Convertible Preferred Stock, divided by the total of (x) all of the then outstanding shares of the Company’s Common Stock, plus (y) all of the shares of the Company’s Common Stock into which all of the outstanding shares of the Series B Preferred Stock and Series C Convertible Preferred Stock can be converted, and then (z) multiplying the sum so obtained by the number of shares of Common Stock into which such share of Series B Preferred Stock could then be converted (the “Liquidation Preference Amount”). The liquidation payment with respect to each outstanding fractional share of Series B Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock. All payments for which this Section 4(a) provides shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series B Preferred Stock), or a combination thereof; provided, however, that no cash shall be paid to holders of Junior Stock unless each holder of the outstanding shares of Series B Preferred Stock has been paid in cash the full Liquidation Preference Amount to which such holder is entitled as provided herein. After payment of the full Liquidation Preference Amount to which each holder is entitled, such holders of shares of Series B Preferred Stock are will not be entitled to be paid out any further participation as such in any distribution of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for of the Corporation’s debts and other liabilitiesliabilities of the Corporation, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of paymentpayment (including the Preferred Accrual). In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding-up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference amount of the liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MPG Office Trust, Inc.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationour affairs, then, before we make any distribution or payment to the holders of shares of Series any Class A common stock, Class B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of common stock or provision for the Corporation’s debts and Class C capital stock or any other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed our capital stock ranking junior to the holders of preferred stock in the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of upon any distribution in connection with any such liquidation, dissolution or winding up of our affairs, the affairs holders of each series of preferred stock shall be entitled to receive out of assets legally available for distribution to stockholders, liquidating distributions in the amount of the Corporationliquidation preference per share set forth in the prospectus supplement, stating plus any accrued and unpaid dividends thereon. Such dividends will not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods. Unless otherwise specified in the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4prospectus supplement, after payment of the full amount of the liquidation distributions to which they are entitledtheir liquidating distributions, the holders of Series B Preferred Stock preferred stock will have no right or claim to any of our remaining assets. Upon any such voluntary or involuntary liquidation, dissolution or winding up, if our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding preferred stock and the corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred stock and all other such classes or series of shares of capital stock ranking on parity with the preferred stock in the distribution of assets, then the holders of the preferred stock and all other such classes or series of capital stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled. Upon any such liquidation, dissolution or winding up and if we have made liquidating distributions in full to all holders of preferred stock, we will distribute our remaining assets among the holders of any other classes or series of capital stock ranking junior to the Corporationpreferred stock according to their respective rights and preferences and, in each case, according to their respective number of shares. The For such purposes, our consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer lease or conveyance of all or substantially all of the Corporation’s our property or business shall assets will not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesour affairs.
Appears in 1 contract
Samples: Blue Apron Holdings, Inc.
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the CorporationCompany, the holders of shares of Series B Preferred Stock are each Holder shall be entitled to be paid receive out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment stockholders of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interestCompany, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series B Preferred Stock held by such Holder plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of Junior shares of Common Stock or such other class or series of securities into which the Series B Preferred Stock is then convertible (assuming the conversion of each share of Series B Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series B Preferred Stock held by such Holder are then convertible. If None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph. In the event the assets of the Corporation legally Company available for distribution to stockholders are Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full the liquidation preference all amounts to which such Holders are entitled pursuant to this Section 3, no such distribution shall be made on the Series B Preferred Stock and the liquidation preference on the account of any shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any upon such liquidation, dissolution or winding winding-up unless proportionate distributable amounts shall be paid on account of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders shares of Series B Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock will are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs or dissolution of the Corporation, the holders whether voluntary or involuntary, each Holder shall be entitled to receive in respect of its shares of Series B A Preferred Stock are entitled and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment satisfaction of or provision for liabilities to the Corporation’s debts creditors and other liabilities, a liquidation preference holders of $10.00 per share (subject to appropriate adjustment in the event shares of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued Senior Stock and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any payment or distribution of assets is made to holders of Junior Stock (including the Common Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock), all assets distributed an amount equal to the holders greater of (x) (i) the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed Accreted Value per share of Series B A Preferred Stock and plus (ii) an amount equal to all Accrued Dividends on such class or series share of Parity Series A Preferred Stock shall in all cases bear to each other for the same ratio that then-current Dividend Period to, and including, the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such date fixed for liquidation, dissolution or winding up of or dissolution assuming the affairs of Corporation elected to pay such dividends in cash pursuant to Section 3(a), plus (iii) if the Corporationliquidation, stating the payment date winding up or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger dissolution of the Corporation with or into another entityoccurs prior to [•], 2023 The fifth anniversary of the Initial Issuance Date., the amount equal to the net present value (computed using a merger discount rate of another entity with or into the Corporation, a statutory share exchange by Treasury Rate plus fifty (50) basis points) of the Corporation or a sale, lease, transfer or conveyance sum of all or substantially all dividends that would otherwise be payable on such share of Series A Preferred Stock on each of the Corporation’s property or business shall not be deemed Dividend Payment Dates occurring during the period on and after the applicable redemption date to constitute a liquidationand including [•], dissolution or winding up 2023 The fifth anniversary of the affairs of the CorporationInitial Issuance Date. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the abovewhich date, for purposes of determining this calculation, shall be assumed to be an additional Dividend Payment Date) and to the extent the Corporation elected to pay such dividends in cash pursuant to Section 3(a) and (y) the amount each holder that such Holder would have been entitled to receive if all of such Holder’s shares of Series B A Preferred Stock is entitled were converted into Class A Common Stock (at the Conversion Rate then in effect) immediately prior to receive with respect to a voluntary or involuntary such liquidation, dissolution or winding up or dissolution of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted Corporation (regardless of whether such holder actually converted) such holder’s shares of the Series B A Preferred Stock into Common Shares immediately prior is then convertible pursuant to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesterms hereof).
Appears in 1 contract
Samples: Registration Rights Agreement (Earthstone Energy Inc)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the CorporationPartnership (whether capital, surplus or otherwise) shall be made under Section 5.06(a) to any classes of ownership interest in the Partnership that are junior in priority to the Series B Preferred Partnership Units, the holders of shares of the Series B Preferred Stock are Partnership Units shall be entitled to be paid out a preference (the “Series B Liquidation Preference”) equal to the sum of (i) $25.00 per Series B Preferred Partnership Unit, plus (ii) an amount per Series B Preferred Partnership Unit equal to any accrued and unpaid dividends on one Series B Preferred Share to the assets date of final distribution. Until the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization Series B Liquidation Preference with respect to the Series B Preferred Stock)Partnership Units has been paid in full, plus an amount equal no payment shall be made under Section 5.06(a) with respect to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon classes of ownership interest in the Partnership that are junior in priority to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of Partnership Units. If, upon any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs Partnership, the assets of the CorporationPartnership, stating or proceeds thereof, distributable with respect to the payment date or dates whenSeries B Preferred Partnership Units shall be insufficient to pay in full the Series B Liquidation Preference, the Liquidation Preference on the Series A Preferred Partnership Units and the place corresponding amounts payable on any other ownership interests in the Partnership that are on a parity with the Series B Preferred Partnership Units as to liquidation rights, then such assets, or places where, the amounts distributable in such circumstances shall be payableproceeds thereof, shall be given by first class maildistributed among the holders of Series B Preferred Partnership Units, postage pre-paidthe Series A Preferred Partnership Units and any such ownership interests in the Partnership on the same parity as to liquidation rights as the Series B Preferred Partnership Units, not less than 30 nor more than 60 days prior ratably in proportion to the full, respective, preferential liquidating distributions to which they would otherwise be entitled. After payment date stated therein, to each record holder in full of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledLiquidation Preference, the holders of Series B Preferred Stock will Partnership Units shall have no right or claim to any of the remaining assets of the CorporationPartnership. The For the purposes of this Section 4, (i) a consolidation or merger of the Corporation Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business assets shall not be deemed to constitute be a liquidation, dissolution or winding up up, voluntary or involuntary, of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.
Appears in 1 contract
Samples: Capital Automotive Reit
Liquidation Preference. Upon (a) Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership and subject to Partnership Interests ranking senior to the Series C Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B C Preferred Stock are Units shall be entitled to be paid receive out of the assets of the Corporation Partnership legally available for distribution to its stockholdersor the proceeds thereof, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference liabilities of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of paymentPartnership, but without interest, before any distribution payment or distributions of the assets is shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Partnership Interest that ranks junior to the Series C Preferred StockUnits as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to a liquidation preference equal to their positive Capital Account balances, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs, including the allocation of Net Income or Net Loss (and any specially allocated items) computed after adjusting the Gross Asset Values of the Partnership's assets distributed immediately prior to any such liquidation if failure to make such adjustment to the Gross Asset Values would have an adverse economic impact the Series C Preferred Units (other than those made as a result of the liquidating distribution set forth in this Section 6(a)). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series C Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B C Preferred Stock Units and any class or series of such Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on respective rights of the Series B C Preferred Stock Unit and such class or series of other Parity Preferred Stock Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Regency Realty Corp
Liquidation Preference. (1) Upon any voluntary or involuntary liquidationLiquidation Event, dissolution or winding up of the affairs of the Corporation, the prior to any distributions to holders of shares any Junior Stock, holders of Series B Convertible Redeemable Preferred Stock are Shares shall be entitled to be paid out of the available assets of the Corporation legally Company on a ratable basis until each such holder has received a liquidation preference per Series B Convertible Redeemable Preferred Share equal to the greater of (x) the Accreted Stated Value per Series B Convertible Redeemable Preferred Share plus all accrued and unpaid dividends on such Series B Convertible Redeemable Preferred Share through and including the date of such Liquidation Event and (y) the amount per share that such holder would be entitled to receive had such holder, immediately prior to the Liquidation Event, converted such Series B Convertible Redeemable Preferred Share into the shares of Class A Common Stock into which it is then convertible. Without limiting any rights and remedies of the holders of Series B Convertible Redeemable Preferred Shares, if upon any such Liquidation Event, the remaining assets and funds of the Company available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or shareholders are not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient sufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed payments payable to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Convertible Redeemable Preferred Stock will have no right or claim to any of Shares and the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Parity Stock, then the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares holders of Series B Convertible Redeemable Preferred Shares and the holders of such shares of Parity Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up shall share ratably in such distribution of the affairs available assets and funds of the Corporation, each Company in accordance with the amount which would otherwise be payable on such holder of shares distribution if the amounts to which the holders of Series B Convertible Redeemable Preferred Stock shall be deemed to have converted (regardless Shares and the holders of whether such holder actually converted) such holder’s outstanding shares of Series B Preferred such Parity Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, are entitled were paid in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesfull.
Appears in 1 contract
Samples: Letter Agreement (Central European Media Enterprises LTD)
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of Series B I Preferred Stock are shall be entitled to be paid receive with respect to each share, out of the assets of the Corporation legally available for distribution to its stockholdersCorporation, after payment of whether such assets are stated capital or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event surplus of any stock dividendnature, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any the dividends accrued and unpaid dividends (thereon to the date of final distribution to such holders, whether or not earneddeclared, authorized or declaredplus a sum equal to One Thousand Dollars ($1,000.00) thereon to per share (the "Series I Preferred Liquidation Preference"), and including the date of payment, but without interestno more, before any distribution of payment shall be made or any assets is made distributed to holders of Common Stock or any other capital stock of the Corporation ranking junior as to the payment upon liquidation, dissolution or winding up including, without limitation, all series of Preferred Stock hereafter issued by the Corporation (unless such later issued series has parity or is senior in priority, and has been permitted under Section III) (collectively, "Junior Liquidation Stock"). The Series I Preferred Stock shall be senior as to liquidation to the Common Stock and all Junior Liquidation Stock. If In the event the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of shareholders upon any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the Series I Preferred Stock and any other class or series of the Corporation, stating 's capital stock which has or may hereafter have parity as to liquidation rights with the payment date or dates when, and Series I Preferred Stock (the place or places where"Parity Liquidation Stock"), the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder holders of the Series B I Preferred Stock at and the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject Parity Liquidation Stock, if any, shall share ratably in any distribution of assets of the Corporation in proportion to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions respective preferential amounts to which they are entitledentitled (but only to the extent of such preferential amounts). After payment in full of the liquidation preferences of the Series I Preferred Stock, the holders of Series B Preferred Stock will have no right or claim such shares shall not be entitled to any further participation in any distribution of the remaining assets of by the Corporation. The consolidation Neither a merger, consolidation, or merger other business combination of the Corporation with or into another entity, corporation or other entity nor a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or other property or business shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs Corporation for purposes of this Section II.B. (unless in connection therewith the liquidation of the Corporation is specifically approved by the shareholders of the Corporation). In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each The holder of any shares of Series B I Preferred Stock is shall not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each any payment owed for such shares under this Section II.B. until such holder of shares of Series B Preferred Stock shall cause to be deemed delivered to have converted the Corporation (regardless of whether such holder actually convertedi) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert certificate(s) representing such shares of Series B I Preferred Stock into Common Sharesand (ii) transfer instruments satisfactory to the Corporation and sufficient to transfer such shares to the Corporation free and clear of any adverse interest.
Appears in 1 contract
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation and its subsidiaries, whether voluntary or involuntary (a "Liquidation Event"), each holder of the Corporation, the holders of outstanding shares of Series B Preferred Convertible Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of whether such assets are capital, surplus or provision for the Corporation’s debts earnings, and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class amount shall be paid or series of Parity Preferred Stock, all assets distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Series B Convertible Stock, an amount in cash, equal to (i) $[1.53](2) per share of Convertible Stock held by such holder (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the Convertible Stock), plus (ii) any declared but unpaid dividends to which such holder of outstanding shares of Convertible Stock is then entitled pursuant to Sections A.3 and A.5(f) hereof (the sum of clauses (i) and (ii) being referred to herein as the "Convertible Preferred Base Liquidation Amount"), plus (iii) any interest accrued pursuant to Section A.5(e) hereof to which such holder of Convertible Stock is entitled, if any (the sum of clauses (i), (ii) and (iii) being referred to herein as the "Convertible Liquidation Preference Amount"); provided, however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Liquidation Preference Amount are not paid in full, the holders of the Convertible Stock and any class or series of Parity the Redeemable Preferred Stock shall be distributed pro rata so that the amount share ratably in any distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior proportion to the payment date stated therein, to each record holder of the Series B Preferred Stock at the full respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions preferential amounts to which they are entitled; and provided further, however, that if upon any Liquidation Event the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of outstanding shares of stock of Convertible Stock would receive more than the Corporation or otherwise is permitted under Convertible Liquidation Preference Amount in the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation event their shares were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares Stock immediately prior to such liquidation event ifLiquidation Event and such shares of Common Stock received a liquidating distribution or distributions from the Corporation (after giving effect to the preferential amounts payable to the holders of the Redeemable Preferred Stock), then each holder of Convertible Stock shall receive as a result of an actual conversion, distribution from the Corporation in connection with such holder would receive, in the aggregate, Liquidation Event an amount greater than equal to the amount that would be distributed paid if such holder's shares of Convertible Stock were converted into Common Stock immediately prior to such holder if such holder did not convert such shares Liquidation Event in lieu of Series B Preferred Stock into Common Shares.the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physicians Specialty Corp)
Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B Preferred Stock are will be entitled to be paid paid, out of the our assets of the Corporation legally available for distribution to its our stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earnedon such shares to, authorized or declared) thereon to and including but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockour common stock or any other class or series of our capital stock that ranks junior to the Series B Preferred Stock as to liquidation rights. If the our assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the any shares of any class or series of Parity preferred stock equal in rank with the Series B Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or other series of Parity preferred stock equal in rank with the Series B Preferred Stock shall will be distributed pro rata ratably so that the amount of assets distributed per share of Series B Preferred Stock and such class or other series of Parity preferred stock equal in rank with the Series B Preferred Stock shall will in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and on such class or other series of Parity Preferred Stock preferred stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporationus, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall will be payable, shall will be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationCompany. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation If we convert into or merger of the Corporation consolidate or merge with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, effect a statutory share exchange by the Corporation or a salesell, lease, transfer or conveyance of convey all or substantially all of the Corporation’s our property or business shall business, we will not be deemed to constitute a have liquidated, dissolved or wound up. Rank The Series B Preferred Stock ranks, with respect to dividend rights and rights upon our liquidation, winding-up or dissolution: • senior to all classes or series of our common stock and any future class or series of our capital stock expressly designated as ranking junior to the Series B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up up; • on parity with our Series A Term Preferred Stock, our Series C Preferred Stock and any future class or series of our capital stock expressly designated as ranking on parity with the affairs of the Corporation. In determining whether a distribution (other than Series B Preferred Stock with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up up; • junior to any future class or series of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of our capital stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given expressly designated as ranking senior to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary dividend rights or involuntary rights upon liquidation, dissolution or winding up up, none of which exists on the affairs date hereof; and • junior to all of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesour existing and future indebtedness.
Appears in 1 contract
Samples: Prospectus Supplement
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and holders of Common Stock or any other liabilities, a liquidation preference series or class or classes of $10.00 per share (subject to appropriate adjustment in stock of the event of any stock dividend, stock split, combination or other similar recapitalization with respect Corporation ranking junior to the Series B C Preferred Stock), upon liquidation, dissolution or winding up, the holders of the shares of Series C Preferred Stock shall be entitled to receive $450.00 per share plus an amount equal to any accrued all dividends declared and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders are insufficient such holders; in addition, such holders shall also be entitled to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to share ratably with the holders of the Series B Preferred shares of Common Stock and as provided in paragraph (b) of this Section (4). If, upon any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs Corporation, the assets of the Corporation, stating or proceeds thereof, distributable among the payment date holders of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any other shares of stock ranking, as to liquidation, dissolution or dates whenwinding up, and on a parity with the place or places where, the amounts distributable in such circumstances shall be payableSeries C Preferred Stock, shall be given by first class mailinsufficient to pay in full the preferential amount aforesaid and liquidating payments in respect thereof, postage pre-paidthen such assets, not less than 30 nor more than 60 days prior to or the payment date stated thereinproceeds thereof, to each record holder shall be distributed among the holders of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock at and any such other stock ratably in accordance with the respective addresses amounts which would be payable on such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and any such holders as other stock if all amounts payable thereon were paid in full. For the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section (4), after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The (i) a consolidation or merger of the Corporation with one or into another entitymore entities, (ii) a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property 's assets or business (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary; provided, however, that any subsequent distribution, liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution Corporation shall remain subject to this Section (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares4).
Appears in 1 contract
Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B A Preferred Stock are will be entitled to be paid out of the assets of the Corporation we have legally available for distribution to its stockholdersour shareholders, after payment subject to the preferential rights of the holders of any class or provision for series of our capital stock we may issue ranking senior to the Corporation’s debts and other liabilitiesSeries A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or to, but not earnedincluding, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockour common stock or any other class or series of our capital stock we may issue that ranks junior to the Series A Preferred Stock as to liquidation rights. If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference amount of the liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity our capital stock that we may issue ranking on a parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any class all other such classes or series of Parity capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series A Preferred Stock shall will be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear entitled to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less no fewer than 30 nor days and no more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporationdate. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation or merger of the Corporation us with or into another entityany other corporation, a merger trust or entity or of another any other entity with or into us, or the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business business, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesus.
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Samples: ir.carecloud.com
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, or dissolution or winding up of the affairs Company, (a) each holder of the Corporation, Series A Preferred Stock then outstanding shall be entitled to be paid an amount equal to 4,550 KRW multiplied by the holders number of shares of Series A Preferred Stock owned by such holder of Series A Preferred Stock plus any declared but unpaid dividends on shares of the Series A Preferred Stock (the "Series A Liquidation Preference") and (b) each holder of the Series B Preferred Stock then outstanding shall be entitled to be paid an amount equal to the greater of (i) KRW 13,985.5472 multiplied by the number of shares of Series B Preferred Stock are entitled to be paid out owned by such holder of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Stock plus an amount equal to any accrued and declared but unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and (the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the "Series B Preferred Stock and any class Liquidation Preference") or series (ii) what such holder would have received at the time of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class liquidation or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder assuming conversion of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records then applicable conversion ratio, pari passu, out of the Corporation. Subject to the last sentence of this Section 4, after payment assets or surplus funds of the full amount of the liquidation distributions Company available for distribution to which they are entitled, its shareholders ("Distributable Assets") before any payment shall be made to the holders of any other class of shares by reason of their ownership thereof; provided, however, that (i) in the event of stock split or bonus issuance with respect to the Series A Preferred Stock or the Series B Preferred Stock will have no right or claim to any Stock, as the case may be (each, a "Downward Adjustment Event"), each time there is a Downward Adjustment Event, the foregoing price of the remaining assets Preferred Stock shall be downwardly adjusted, taking into account the number of shares of Preferred Stock increased as a result of the Corporation. The Downward Adjustment Event; and (ii) in the event of reverse stock split or consolidation with respect to the Series A Preferred Stock or merger the Series B Preferred Stock, as the case may be (each, an "Upward Adjustment Event"), each time there is an Upward Adjustment Event, the foregoing price of the Corporation with or Preferred Stock shall be upwardly adjusted, taking into another entity, account the number of shares of Preferred Stock decreased as a merger result of another entity with or into the Corporation, a statutory share exchange by Upward Adjustment Event. After the Corporation or a sale, lease, transfer or conveyance payment of all or substantially all preferential amounts required to be paid to the holders of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of Preferred Stock upon the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, or dissolution or winding up of the affairs Company, all of the Corporation) by dividend, redemption or other acquisition of shares of stock remaining Distributable Assets shall be distributed ratably among the holders of the Corporation or otherwise is permitted under Company's common stock. In the Maryland General Corporation Lawevent that the Distributable Assets are insufficient to pay both the Series A Liquidation Preference and the Series B Liquidation Preference, no effect then the Distributable Assets shall be given to amounts that would be needed, if allocated among the Corporation were to be dissolved at the time holders of the distribution, Series A Preferred Stock and the Series B Preferred Stock according to satisfy the preferential rights upon dissolution following formulas: For each holder of holders the Series A Preferred Stock: Distributable Assets multiplied by the Series A Liquidation Preference associated with such Holder's Series A Preferred Stock divided by the sum of the aggregate Series A Liquidation Preference and the aggregate Series B Liquidation Preference. For each holder of the Series B Preferred Stock. Notwithstanding : Distributable Assets multiplied by the above, for purposes of determining the amount each holder of shares of Series B Liquidation Preference associated with such Holder's Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up divided by the sum of the affairs of aggregate Series A Liquidation Preference and the Corporation, each such holder of shares of aggregate Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesLiquidation Preference.
Appears in 1 contract
Samples: Preferred Stock Investors Rights Agreement (WiderThan Co., Ltd.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect equal to the Stated Value per Series B A Preferred Stock)Unit, plus an amount equal to any accrued and unpaid dividends Series A Preferred Cash Distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a consolidation or merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.
Appears in 1 contract
Samples: Bluerock Homes Trust, Inc.
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporationassets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock, the holders of shares of Series B _____ Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of receive [_________________ ($10.00 _________)] per share of Series _____ Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock"Liquidation Preference"), plus an amount equal to any accrued and unpaid all dividends (whether or not earned, authorized earned or declared) accumulated, accrued and unpaid thereon to and including the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Series _____ Preferred Stock have been paid the Liquidation Preference in full, but without interestplus an amount equal to all dividends (whether or not earned or declared) accumulated, before any accrued and unpaid thereon to the date of final distribution of assets is to such holders, no payment will be made to holders any holder of Junior StockStock upon the liquidation, dissolution or winding up of the Corporation. If If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation legally available for distribution to stockholders are Corporation, or proceeds thereof, distributable among the holders of Series _____ Preferred Stock shall be insufficient to pay in full the liquidation preference preferential amount aforesaid and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Preferred Stock, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B _____ Preferred Stock and any class or series of such other Parity Preferred Stock shall ratably in the same proportion as the respective amounts that would be distributed pro rata so that the amount of assets distributed per share of payable on such Series B _____ Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of other Parity Stock if all amounts payable thereon were paid in full. For the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The (i) a consolidation or merger of the Corporation with one or into another entitymore corporations, (ii) a merger of another entity with sale or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property 's assets, or business (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Liquidation Preference. Upon any In the event of an involuntary or voluntary liquidation or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation at any time, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid receive out of the assets of the Corporation legally available for distribution Corporation, an amount per share of Series A Preferred Stock equal to its stockholders, after payment the Liquidation Amount of or provision for the Corporation’s debts and other liabilities, a liquidation preference Series A Preferred Stock. The “Liquidation Amount” per share of Series A Preferred Stock as of any date shall be equal to the sum of $10.00 1,000 (the “Base Amount”) (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes hereafter effected and relating to the Series A Preferred Stock) plus an amount (calculated on the basis of a 365-day year and actual days elapsed to payment) equal to 8.5% per share annum of the Base Amount (subject as such Base Amount may be adjusted to appropriate adjustment reflect stock splits, stock dividends, reorganizations, consolidations and similar changes hereafter effected), which shall accrue commencing with ___. Notwithstanding the foregoing, in the event of any stock dividendeither an involuntary or a voluntary liquidation or dissolution of the Corporation, stock split, combination or other similar recapitalization with respect payment shall be made first to the holders of shares of Series B A Preferred Stock), plus an amount equal to any accrued Stock in the amounts set forth in the Corporation’s Amended and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date Restated Certificate of payment, but without interest, Incorporation before any distribution of assets is made to holders of Junior Stock. If the assets payment of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of Liquidation Amount shall be made or any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B A Preferred Stock, Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock. If all amounts payable to the holders of the Series A Preferred Stock pursuant to the Corporation’s Amended and Restated Certificate of Incorporation have been paid, then payment in the amounts herein fixed shall be made to the holders of the Series A Preferred Stock before payment shall be made or any assets distributed to the holders of the Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock with respect to payment upon dissolution or liquidation of the Corporation. If upon any liquidation or dissolution of the Corporation the assets available for distribution shall be insufficient to pay the holders of all outstanding shares of Series A Preferred Stock and any other class or series of Parity capital stock ranking on a parity with the Series A Preferred Stock as to payments upon dissolution or liquidation of the Corporation the full amounts to which they respectively shall be entitled, then such assets or the proceeds thereof shall be distributed pro rata so that among such holders ratably in accordance with the amount of assets distributed per share of Series B Preferred Stock and respective amounts which would be payable on such class or series of Parity Preferred Stock shall shares if all amounts payable thereon were paid in all cases bear to each other full. At any time, in the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up event of the affairs of the Corporationmerger, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger reorganization of the Corporation with or into another entityany other entity or entities (in which merger, a merger consolidation or reorganization any stockholders of another entity with or into the Corporation, a statutory share exchange by the Corporation receive distributions of cash, securities or a other property), or the sale, lease, transfer or conveyance other disposition of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs assets of the Corporation. In determining whether , or a distribution (other than upon voluntary or involuntary liquidationseries of related similar such transactions, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect then such transactions shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the abovedeemed, for purposes of determining the amounts to be received by the holders of the Series A Preferred Stock in any such transaction, and for purposes of determining the priority of receipt of such amounts as Table of Contents between the holders of the Series A Preferred Stock and the holders of other classes or series of capital stock, to be a liquidation or dissolution of the Corporation; provided, however, the foregoing shall not apply to (i) any transaction as to which the holders of a majority of the outstanding Series A Preferred Stock shall have waived by affirmative vote or written consent the application of this paragraph; and (ii) any merger or consolidation with an affiliate of the Corporation the sole purpose of which is to change the Corporation’s domicile solely within the United States and in which holders of capital stock exchange such securities for a pro rata amount of substantially identical securities of a successor corporation. Nothing hereinabove set forth shall affect in any way the right of each holder of shares of Series B A Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesin accordance with paragraph (G) below.
Appears in 1 contract
Samples: Shareholder Agreement (FCB Bancorp)
Liquidation Preference. Upon any voluntary or involuntary A. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders Holders of then-outstanding shares of Series B A Preferred Stock are shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution Corporation, prior and in preference to its stockholdersthe holders of any Junior Securities, after payment whether such assets are capital or surplus of or provision for the Corporation’s debts and other liabilitiesany nature, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect equal to the Series B Preferred Stock), greater of (i) the sum of (A) the Share Purchase Price plus (B) an amount equal to the unpaid dividends, if any, accumulated or deemed to have accumulated thereon (including any accrued Arrearages and unpaid any dividends (whether or not earned, authorized or declaredaccumulated thereon) thereon to through and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders such Holders, whether or not such dividends are insufficient declared, plus (C) the Make-Whole Amount, and (ii) the amount that would be payable to pay in full such Holders if the liquidation preference on the Holders had converted all outstanding shares of Series B A Preferred Stock and the liquidation preference on the into shares of any class or series of Parity Preferred Stock, all assets distributed Common Stock immediately prior to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of (the affairs of the Corporation, stating the "Liquidation Preference"). After any such payment date or dates when, and the place or places wherein full, the amounts distributable Holders, only in such circumstances shall be payabletheir capacity as such, shall not be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim entitled to any further participation in any distribution of the remaining assets of the Corporation. All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which Holders and Parity Liquidation Securities (including the Series B Preferred Stock) are respectively entitled upon such liquidation, dissolution, or winding up) among the Holders of the then-outstanding shares of Series A Preferred Stock and Parity Liquidation Securities (including the Series B Preferred Stock) when such assets are not sufficient to pay in full the aggregate amounts payable thereon. The Corporation shall not make any distribution of assets upon such liquidation, dissolution or winding up in respect of any Junior Liquidation Securities, either directly or indirectly, unless prior to such distribution, the Liquidation Preference shall have been paid in full in respect of all outstanding shares of Series A Preferred Stock, Series B Preferred Stock and any other Parity Liquidation Securities. Neither a voluntary consolidation or merger of the Corporation with or into another entityany other Person or Persons, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or nor a sale, conveyance, lease, exchange or transfer or conveyance of all or substantially all of the Corporation’s 's assets for cash, securities or other property to a Person or business Persons shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Article IV.
Appears in 1 contract
Samples: Registration Rights Agreement (Loral Space & Communications Inc.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B A Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholdersPartners, after payment of or provision for the CorporationPartnership’s debts Debts and other liabilities, a liquidation preference of $10.00 25.00 per share unit (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Base Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders Partners are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B A Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property Properties or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the CorporationPartnership. In Notwithstanding the above, for purposes of determining whether the amount each holder of Series A Preferred Units is entitled to receive with respect to a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation LawPartnership, no effect shall be given to amounts that would be needed, if the Corporation Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B A Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesUnits.
Appears in 1 contract
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, stockholders a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earned, authorized or declared) thereon to and including but excluding the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockCommon Stock or any other class or series of stock of the Corporation that ranks junior to the Series A Preferred Stock as to liquidation rights. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B A Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation consolidation, conversion or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or and winding up of the affairs of the CorporationCorporation (whether voluntary or involuntary) (a "Liquidation Event"), the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to shall pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series J Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets to be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and any class or series of Parity Series J Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed pro rata so that in accordance with the amount priorities set forth in Article IV, Section 3 of assets distributed per share of the Charter, with the Series B J Preferred Stock ranking pari passu with the Series D, F, G, H and I Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear prior to each other the same ratio that the liquidation preference per share on the Series B and C Preferred Stock and such class or series of Parity Preferred Stock bear to each otherStock. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not Not less than 30 nor more than 60 sixty (60) days prior to the payment date stated thereinof the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series J Preferred Stock, setting forth in reasonable detail the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions proceeds to which they are entitled, the holders be paid with respect to each Share and each share of Series B Preferred Common Stock will have no right or claim to any in connection with such Liquidation Event. A change of the remaining assets of the Corporation. The consolidation or merger control of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, Liquidation Event for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 3.
Appears in 1 contract
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of shares of Series B Preferred Stock are shall be entitled to be paid out of the receive from assets of the Corporation legally available for distribution to its stockholders, after before any payment or distribution is made to holders of any class of capital stock of the Corporation ranking junior to the Preferred Stock as to dividend rights, rights of redemption or provision for rights on Liquidation (the Corporation’s debts and other liabilities"Junior Stock"), a liquidation preference of $10.00 an amount in cash per share (subject equal to appropriate adjustment the Liquidation Price of a share of Preferred Stock as of the date of payment. As used in this Article FOURTH, the event "Liquidation Price" of any stock dividend, stock split, combination or other similar recapitalization with respect to share of Preferred Stock as of any date will be the Series B Preferred Stock)sum of (a) $1,000, plus (b) an amount equal to any all accrued and unpaid dividends cumulatively added to and comprising part of the liquidation price of any share of FKW Preferred Stock exchanged for such share of Preferred Stock as of the date of issuance of such share of Preferred Stock, plus (whether c) an amount equal to all unpaid dividends on such share that have accrued and been added to the Liquidation Price and remain a part thereof as of such date pursuant to Section 3(a) above, plus (d) for purposes of determining the amount payable upon Liquidation or on any redemption of such share (but not earnedfor purposes of calculating dividends), authorized or declaredan amount equal to all unpaid dividends accrued on the sum of the amounts specified in clauses (a), (b) thereon and (c) that have not been added to the Liquidation Price during the period from the immediately preceding Dividend Payment Date (or, if there has been no Dividend Payment Date, that are accrued on the Preferred Stock as of the date of original issuance of such Preferred Stock) to and including the date of paymentin question. If, but without interestupon Liquidation, before any distribution of assets is made the amounts payable with respect to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on of the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall are not paid in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitledfull, the holders of Series B Preferred Stock will have no share pro rata in the amounts payable and other property distributable with respect to such Liquidation so that the per share amounts to which holders of Preferred Stock are entitled will in all cases be the same. After payment in full of the Liquidation Price per share of Preferred Stock, the holders of such shares in their capacity as such shall not be entitled to any further right or claim to any of the remaining assets of the Corporation. The Corporation shall mail written notice of any Liquidation to each record holder of Preferred Stock not less than 30 days prior to the date on which such Liquidation shall occur or become effective; provided, however, that in the case of any involuntary liquidation such notice shall be given as soon as practicable. Neither a consolidation or merger of the Corporation with or into another entitycorporation, nor a merger of another entity any other corporation with or into the Corporation, a statutory share exchange by nor the Corporation or a sale, lease, transfer or conveyance lease of all or substantially all any part of the Corporation’s property 's property, assets or business shall not be deemed to constitute (other than in connection with a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether its business) will be considered a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, Liquidation for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Article FOURTH.
Appears in 1 contract
Samples: Contribution and Exchange Agreement (Fox Television Stations Inc /De/)
Liquidation Preference. Upon any In the event of a liquidation, ---------------------- dissolution or winding up of the Corporation, whether voluntary or involuntary involuntary, the holders of Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $ 1,000 per share, and no more, before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporation ranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior Liquidation ------------------ Stock"); provided, that such rights shall accrue to the holders of Convertible ----- Preferred Stock only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (such capital stock being referred to herein as "Senior Liquidation ------------------ Stock") are fully met. If upon liquidation, dissolution or winding up of the affairs of the ----- Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution after the liquidation preferences of any Senior Liquidation Stock are insufficient to its stockholderspay the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a panty as to liquidation rights with the Convertible Preferred Stock, after the entire assets of the Corporation then available for distribution shall be distributed ratably among the holders of the Convertible Preferred Stock and any other capital stock of the Corporation which ranks on a panty as to liquidation rights with the Convertible Preferred Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event shares of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Convertible Preferred Stock), plus an amount equal the holders of such shares shall not be entitled to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before further participation in any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The Neither a consolidation or merger of the Corporation with another corporation nor a sale or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all part of the Corporation’s 's assets for cash, securities or Exhibit D other property or business shall not will be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Section 5.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (New Century Financial Corp)
Liquidation Preference. (a) Upon any liquidation, dissolution or winding up, or any other distribution of the assets, of the Company (whether voluntary or involuntary involuntary), each holder of Series A Convertible Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities but after payment is made on any Senior Securities, an amount equal to the greater of (i) the aggregate Liquidation Preference (as defined in Section 10 hereof) of all shares of Series A Convertible Preferred Stock held by such holder and (ii) such amount as would have been payable in respect of all shares of Series A Convertible Preferred Stock held by such holder had all such shares of Series A Convertible Preferred Stock been converted into Common Stock pursuant to Section 5 immediately prior to (and on the date fixed for) the liquidation, dissolution or winding up of the affairs of Company (without giving effect to the Corporation4.985% Cap, to the extent otherwise applicable), and the holders of shares of Series B A Convertible Preferred Stock are shall not be entitled to be paid out of the any further payment in respect thereof or have any claim or right to any assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockCompany. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with upon any such liquidation, dissolution or winding up of the affairs of Company the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining Company’s assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at distributed among the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Convertible Preferred Stock is and any Parity Securities are insufficient to permit payment to such holders of the Series A Convertible Preferred Stock of the aggregate amount which they are entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up be paid under this Section 3 and such holders of Parity Securities of the affairs aggregate amount which they are entitled to be paid in accordance with the terms of such Parity Securities, then the entire assets available to be distributed to the Company’s stockholders shall be distributed pro rata among the holders of the Corporation, each such holder of shares of Series B A Convertible Preferred Stock shall be deemed to have converted (regardless of whether such holder actually convertedbased on the respective Liquidation Preferences thereof) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, and any Parity Securities in accordance with the aggregate, an amount greater than the amount full respective preferential payments that would be distributed to such holder if such holder did not convert payable on such shares of Series B A Convertible Preferred Stock into Common Sharesand such shares of Parity Securities if all amounts payable thereon were payable in full.
Appears in 1 contract
Samples: Senior Subordinated Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/)
Liquidation Preference. Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the CorporationPartnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of the Series A Convertible Junior Partnership Units, the holders of shares of the Series B A Convertible Preferred Stock are Units shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of receive $10.00 per share Series A Convertible Preferred Unit (subject the “Series A Convertible Liquidation Preference”), plus an amount per Series A Convertible Preferred Unit equal to appropriate adjustment in the event of any stock dividend, stock split, combination all distributions (whether or other similar recapitalization with respect to not declared or earned) accrued and unpaid on the Series B A Convertible Preferred Stock)Unit; but such holders shall not be entitled to any further payment. Until the holders of the Series A Convertible Preferred Units have been paid the Series A Convertible Liquidation Preference in full, plus an amount equal to any accrued and unpaid dividends all distributions (whether or not declared or earned, authorized or declared) thereon accrued and unpaid on the Series A Convertible Preferred Units to and including the date of paymentfinal distribution to such holders, but without interest, before any distribution of assets is no payment shall be made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share holder of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other A Convertible Junior Partnership Units upon the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership. If, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to upon any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership, the assets of the Corporation. In determining whether a distribution (other than upon voluntary Partnership, or involuntary liquidationproceeds thereof, dissolution or winding up distributable among the holders of the affairs Series A Convertible Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Series A Convertible Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Corporation) by dividend, redemption or other acquisition of shares of stock of Series A Convertible Preferred Exhibit M Units and any such Series A Convertible Parity Partnership Units ratably in the Corporation or otherwise is permitted under same proportion as the Maryland General Corporation Law, no effect shall be given to respective amounts that would be needed, payable on such Series A Convertible Preferred Units and any such other Series A Convertible Parity Partnership Units if the Corporation all amounts payable thereon were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, paid in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesfull.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.)
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B 2017 Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities and subject to the preferential rights of the holders of any class or series of stock of the Corporation ranking senior to the Series 2017 Preferred Stock with respect to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Purchase Price”), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B 2017 Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B 2017 Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B 2017 Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B 2017 Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B 2017 Preferred Stock will shall have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B 2017 Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.)
Liquidation Preference. Upon any voluntary or involuntary A. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders Holders of then-outstanding shares of Series B Preferred Stock are shall be entitled to be paid receive, out of the assets of the Corporation legally available for distribution Corporation, prior and in preference to its stockholdersthe holders of any Junior Securities, after payment whether such assets are capital or surplus of or provision for the Corporation’s debts and other liabilitiesany nature, a liquidation preference of $10.00 an amount per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect equal to the Series B Preferred Stock), greater of (i) the sum of (A) the Share Purchase Price plus (B) an amount equal to the unpaid dividends, if any, accumulated or deemed to have accumulated thereon (including any accrued Arrearages and unpaid any dividends (whether or not earned, authorized or declaredaccumulated thereon) thereon to through and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for final distribution to stockholders such Holders, whether or not such dividends are insufficient to pay in full declared, plus (C) the liquidation preference on the Series B Preferred Stock Make-Whole Amount, and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that (ii) the amount of assets distributed per share that would be payable to such Holders if the Holders had converted all outstanding shares of Series B Preferred Stock and such class or series into shares of Parity Preferred Common Stock shall in all cases bear immediately prior to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of (the affairs of the Corporation, stating the "Liquidation Preference"). After any such payment date or dates when, and the place or places wherein full, the amounts distributable Holders, only in such circumstances shall be payabletheir capacity as such, shall not be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior entitled to the payment date stated therein, to each record holder any further participation in any distribution of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records assets of the Corporation. Subject All the assets of the Corporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the last sentence of this Section 4full distributable amounts to which Holders and Parity Liquidation Securities (including the Series A Preferred Stock) are respectively entitled upon such liquidation, after payment dissolution or winding up) among the Holders of the full amount of the liquidation distributions to which they are entitled, the holders then-outstanding shares of Series B Preferred Stock will have no right or claim and Parity Liquidation Securities (including the Series A Preferred Stock) when such assets are not sufficient to any of pay in full the remaining assets of the Corporationaggregate amounts payable thereon. The Corporation shall not make any distribution of assets upon such liquidation, dissolution or winding up in respect of any Junior Liquidation Securities, either directly or indirectly, unless prior to such distribution, the Liquidation Preference shall have been paid in full in respect of all outstanding shares of Series B Preferred Stock, Series A Preferred Stock and any other Parity Liquidation Securities. Neither a voluntary consolidation or merger of the Corporation with or into another entityany other Person or Persons, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or nor a sale, conveyance, lease, exchange or transfer or conveyance of all or substantially all of the Corporation’s 's assets for cash, securities or other property to a Person or business Persons shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesthis Article IV.
Appears in 1 contract
Samples: Registration Rights Agreement (Loral Space & Communications Inc.)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, before any payment or distribution of the Corporationassets of the Company shall be made to or set apart for the holders of Junior Shares, the holders of shares of Series B Preferred Stock are the 8% Convertible Preference Shares shall be entitled to be paid paid, out of the assets of the Corporation legally Company available for distribution to its stockholders, after payment of or provision in immediately available funds, $70.00 for each outstanding 8% Convertible Preference Share (including outstanding Additional Shares) (the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred StockLiquidation Preference ), plus an amount equal to any accrued and unpaid all ---------------------- dividends (whether or not earned, authorized or declaredauthorized) accumulated and unpaid thereon to and including the date of final distribution to such holders; but such holders shall not be entitled to any further payment. If, but without interestupon any liquidation, before any distribution dissolution or winding up of assets is made to holders of Junior Stock. If the Company, the assets of the Corporation legally available for distribution to stockholders are Company, or proceeds thereof, distributable among the holders of the 8% Convertible Preference Shares shall be insufficient to pay in full the liquidation preference Liquidation Preference, plus an amount equal to all dividends (whether or not authorized) accumulated and unpaid thereon to the date of final distribution to such holders, and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Preferred StockShares, all assets then such assets, or the proceeds thereof, shall be distributed to among the holders of the Series B Preferred Stock 8% Convertible Preference Shares and any class or series such other Parity Liquidation Shares ratably in accordance with the respective amounts that would be payable on such 8% Convertible Preference Shares and any such other Parity Liquidation Shares if all amounts payable thereon were paid in full. The holders of Parity Preferred Stock 8% Convertible Preference Shares shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall entitled to notice in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice advance of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of Company as provided in subsection 5(e). For the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence purposes of this Section 4, after payment (i) a consolidation, merger or scheme of arrangement of the full amount of the liquidation distributions to which they are entitledCompany with one or more entities, the holders of Series B Preferred Stock will have no right (ii) a sale or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property Company s assets, or business (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up up, voluntary or involuntary, of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Liquidation Preference. Upon any In the event of our voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationup, the holders of shares of Series B A Term Preferred Stock are will be entitled to be paid paid, out of the our assets of the Corporation legally available for distribution to its our stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued accumulated and unpaid dividends (whether or not earnedto, authorized or declared) thereon to and including but excluding, the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stockour common stock or any other class or series of our capital stock that ranks junior to the Series A Term Preferred Stock as to liquidation rights. If the our assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B A Term Preferred Stock and the liquidation preference on the any shares of any class or series of Parity preferred stock equal in rank with the Series A Term Preferred Stock, all assets distributed to the holders of the Series B A Term Preferred Stock and any class or other series of Parity preferred stock equal in rank with the Series A Term Preferred Stock shall will be distributed pro rata ratably so that the amount of assets distributed per share of Series B A Term Preferred Stock and such class or other series of Parity preferred stock equal in rank with the Series A Term Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B A Term Preferred Stock and on such class or other series of Parity Preferred Stock preferred stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationCompany, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B A Term Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationCompany. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions preference, plus any accumulated and unpaid dividends to which they are entitled, the holders of Series B A Term Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation If we convert into or merger of the Corporation consolidate or merge with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, effect a statutory share exchange by the Corporation or a salesell, lease, transfer or conveyance of convey all or substantially all of the Corporation’s our property or business shall business, we will not be deemed to constitute a have liquidated, dissolved or wound up. Rank The Series A Term Preferred Stock ranks, with respect to the payment of dividends and amounts upon our liquidation, winding-up or dissolution: • senior to all classes or series of our common stock and any future class or series of our capital stock expressly designated as ranking junior to the Series A Term Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up up; • on parity with our Series B Preferred Stock, our Series C Preferred Stock and any future class or series of the affairs of the Corporation. In determining whether a distribution (other than our capital stock expressly designated as ranking on parity with our Series A Term Preferred Stock with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up up; • junior to any future class or series of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of our capital stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given expressly designated as ranking senior to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Term Preferred Stock is entitled to receive with respect to a voluntary dividend rights or involuntary rights upon liquidation, dissolution or winding up up, none of which exists on the affairs date hereof; and • junior to all of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Sharesour existing and future indebtedness.
Appears in 1 contract
Samples: Prospectus Supplement
Liquidation Preference. Upon any Liquidation Event, the Holders shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other Preferred Stock of the Corporation ranking on liquidation prior and in preference to the Series A Preferred Stock (such Preferred Stock being referred to hereinafter as "Senior Preferred Stock") upon such liquidation, dissolution or winding up, but before any payment shall be made to the holders of Junior Stock, an amount in cash equal to the Stated Value. If upon any such Liquidation Event, the remaining assets of the Corporation available for the distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of Senior Preferred Stock shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock and any class of stock ranking on liquidation on a parity with the Series A Preferred Stock, shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect to the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. For purposes of this Certificate of Designations, the term "Stated Value" shall mean one thousand dollars ($1,000) per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events relating to the Series A Preferred Stock after the Initial Issuance Date. For purposes of this Certificate of Designations, a "Liquidation Event" means the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationCorporation or its Subsidiaries, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of constitute all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up assets of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock business of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, and its Subsidiaries taken as a result of an actual conversion, such holder would receivewhole, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares a single transaction or series of Series B Preferred Stock into Common Sharestransactions.
Appears in 1 contract
Liquidation Preference. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporationour affairs, the holders of shares of Series B A Preferred Stock are entitled to be paid out of the our assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilities, our shareholders a liquidation preference of $10.00 25,000.00 per share (subject equivalent to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock$25.00 per depositary share), plus an amount equal to any accrued accumulated and unpaid dividends to the date of payment (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest), before any distribution of assets is or payment may be made to holders of Junior shares of common stock or any other class or series of our equity stock ranking, as to liquidation rights, junior to the Series A Preferred Stock. If the If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any each other class or series of Parity capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Stock, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Stock shall be distributed pro rata so that the amount will share ratably in any distribution of assets distributed per share in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series B A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear will be entitled to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less liquidation no fewer than 30 nor days and no more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporationdate. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock and the depositary shares representing interests in the Series A Preferred Stock will have no right or claim to any of the our remaining assets of the Corporationassets. The consolidation Our consolidation, merger or merger of the Corporation conversion with or into another any other entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s our property or business and assets (which shall not be deemed to constitute a liquidationnot, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon in fact, result in our voluntary or involuntary liquidation, dissolution or winding up and the distribution of the affairs of the Corporation) by dividendour assets to stockholders), redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall not be given deemed to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to constitute a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Samples: otp.tools.investis.com
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the CorporationPartnership, the holders of shares of Series B Preferred Stock Units are entitled to be paid out of the assets of the Corporation Partnership legally available for distribution to its stockholderspartners, after payment of or provision for the CorporationPartnership’s debts and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect equal to the Series B Preferred Stock)Stated Value per unit, plus an amount equal to any accrued and unpaid dividends distributions (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior StockUnits. If the assets of the Corporation Partnership legally available for distribution to stockholders partners are insufficient to pay in full the liquidation preference on the Series B Preferred Stock Units and the liquidation preference on the shares of any class or series of Parity Preferred StockUnits, all assets distributed to the holders of the Series B Preferred Stock Units and any class or series of Parity Preferred Stock Units shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock Units and such class or series of Parity Preferred Stock Units shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock Unit and such class or series of Parity Preferred Stock Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the CorporationPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock Units at the respective addresses of such holders as the same shall appear on the stock transfer records of the CorporationPartnership. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B Preferred Stock Units will have no right or claim to any of the remaining assets of the CorporationPartnership. The consolidation or merger of the Corporation Partnership with or into another entity, a consolidation or merger of another entity with or into the CorporationPartnership, a statutory share exchange by the Corporation Partnership or a sale, lease, transfer or conveyance of all or substantially all of the CorporationPartnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesPartnership.
Appears in 1 contract
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and other liabilitiesliabilities of the Corporation and, subject to compliance with section 7(f)(i) of these Articles Supplementary, any class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, senior to the Series A Preferred Stock, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon up to and including but excluding the date of payment. In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in the full amount of the liquidation preference liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to rights upon the Corporation’s liquidation, dissolution or winding up, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less fewer than 30 nor or more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating Table of Contents distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
Liquidation Preference. Upon (a) In the event of any voluntary Liquidation, before any payment or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out distribution of the assets of the Corporation legally available for distribution (whether capital or surplus) shall be made to its stockholders, after payment of or provision set apart for the Corporation’s debts and other liabilitiesholders of Junior Shares, a liquidation preference the holders of $10.00 per share Series C Preferred Shares shall be entitled (subject to appropriate the Continuation Right of such holders described below) to receive an amount equal to the greater of (i) (A) Fifteen Dollars and Sixty-Seven Cents ($15.67) per Series C Preferred Share plus dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder (the “Liquidation Preference”) plus (B) the Redemption Premium or (ii) an amount per Series C Preferred Share equal to the amount that would have been payable had each Series C Preferred Share been converted into Common Shares immediately prior to such Liquidation. The foregoing amounts shall be subject to equitable adjustment in the event of any whenever there shall occur a stock dividend, stock split, combination combination, reorganization, recapitalization, reclassification or other similar recapitalization with respect to event involving a change in the capital structure of the Series B C Preferred Stock)Shares. Until the holders of the Series C Preferred Shares have been paid the Liquidation Preference in full, plus an amount equal no payment will be made to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders holder of Junior StockShares upon Liquidation. If If, upon any such Liquidation, the assets of the Corporation legally available for distribution to stockholders are Corporation, or proceeds thereof, distributable among the holders of Series C Preferred Shares shall be insufficient to pay in full the liquidation preference preferential amount aforesaid and liquidating payments on the Series B Preferred Stock and the liquidation preference on the any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series C Preferred StockShares and such other Parity Shares ratably in accordance with the amounts that would be payable on such Series C Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. In connection with a Merger Liquidation (as defined below), all assets distributed each holder of Series C Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series C Preferred Shares to be assumed by the surviving entity as described in Section 7(e); provided, however, notwithstanding the election by any of the holders of the Series B C Preferred Stock and any class or series Shares of Parity Preferred Stock the Continuation Right, the Corporation shall be distributed pro rata so that have the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution right, in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated thereinMerger Liquidation, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject elect, by delivering written notice to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B C Preferred Stock will have no right Shares at any time prior to the Merger Liquidation, to redeem any or claim to any all of the remaining assets of outstanding Series C Preferred Shares for an amount per Series C Preferred Share equal to the CorporationLiquidation Preference plus the Redemption Premium. The A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or merger of the Corporation with one or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall more entities that are not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock affiliates of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if and as a result of which the Corporation were to be dissolved at is not the time Surviving Entity. Upon a merger or consolidation of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive Corporation with respect to a voluntary one or involuntary liquidation, dissolution or winding up of the affairs more entities that are affiliates of the Corporation, each such holder of shares of the Corporation shall make provision for the Series B C Preferred Stock shall Shares to be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, assumed by the surviving entity as a result of an actual conversion, such holder would receive, described in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesSection 7(e).
Appears in 1 contract
Samples: Purchase Agreement (American Realty Capital Properties, Inc.)
Liquidation Preference. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the CorporationCompany, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of the Series B A Preferred Stock are then outstanding shall be entitled to be paid receive, out of the assets of the Corporation legally Company, whether such assets are capital or surplus of any nature an amount per share of Series A Preferred Stock calculated by taking the total amount available for distribution to its stockholders, after payment holders of or provision all the Company's outstanding Common Stock before deduction of any preference payments for the Corporation’s debts and other liabilitiesSeries A Preferred Stock, a liquidation preference divided by the total of $10.00 per share (subject to appropriate adjustment in x), all of the event then outstanding shares of the Company's Common Stock, plus (y) all of the shares of the Company's Common Stock into which all of the outstanding shares of the Series A Preferred Stock can be converted (the "Liquidation Preference Amount") before any stock dividend, stock split, combination payment shall be made or other similar recapitalization with respect any assets distributed to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of the Common Stock or any other Junior Stock. If the assets of the Corporation legally available for distribution to stockholders Company are insufficient sufficient to pay in full part, but are not sufficient to pay in full, the liquidation preference on Liquidation Preference Amount payable to the holders of outstanding shares of the Series B A Preferred Stock and the liquidation preference on the shares of any class or series of Parity preferred stock or any other class of stock on a parity, as to rights on liquidation, dissolution or winding up, with the Series A Preferred Stock, then all of such assets distributed available to pay a part of the Liquidation Preference Amount to the holders of the outstanding shares of Series B A Preferred Stock and any class or series the other classes of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear stock on a parity as to each other the same ratio that the liquidation preference per share rights on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up up, will be distributed among the holders of the affairs Series A Preferred Stock and the other classes of stock on a parity with the Series A Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series A Preferred Stock shall be equal to a ratably proportionate amount of the Corporation, stating the liquidation payment date or dates when, and the place or places where, the amounts distributable in such circumstances with respect to each outstanding share of Series A Preferred Stock. All payments for which this Section 4(a) provides shall be payablein cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series A Preferred Stock), or a combination thereof; provided, however, that no cash shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior paid to the payment date stated therein, to holders of Junior Stock unless each record holder of the outstanding shares of Series B A Preferred Stock at has been paid in cash the respective addresses of full Liquidation Preference Amount to which such holders holder is entitled as the same shall appear on the stock transfer records of the Corporationprovided herein. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation distributions Liquidation Preference Amount to which they are each holder is entitled, the such holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B A Preferred Stock is will not be entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up any further participation as such in any distribution of the affairs assets of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common SharesCompany.
Appears in 1 contract
Samples: Common Stock Exchange Agreement (VistaGen Therapeutics, Inc.)
Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding‑up of the affairs of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, junior to the Series A Preferred Stock, the holders of shares of Series B A Preferred Stock are shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for of the Corporation’s debts and other liabilitiesliabilities of the Corporation, a liquidation preference of $10.00 25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock)share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of paymentpayment (including the MPG Preferred Accrual). In the event that, but without interestupon such voluntary or involuntary liquidation, before any distribution of assets is made to holders of Junior Stock. If dissolution or winding-up, the available assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference amount of the liquidating distributions on the all outstanding shares of Series B A Preferred Stock and the liquidation preference corresponding amounts payable on the all shares of any class other classes or series of Parity capital stock of the Corporation ranking, as to liquidation rights, on parity with the Series A Preferred StockStock in the distribution of assets, all assets distributed to then the holders of the Series B A Preferred Stock and any each such other class or series of Parity shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series A Preferred Stock shall be distributed pro rata so that the amount share ratably in any such distribution of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear proportion to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear full liquidating distributions to each otherwhich they would otherwise be respectively entitled. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the shares of Series B A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after After payment of the full amount of the liquidation liquidating distributions to which they are entitled, the holders of Series B A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another any other corporation, trust or entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such shares of Series B Preferred Stock into Common Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MPG Office Trust, Inc.)
Liquidation Preference. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Corporation, prior and in preference to any distribution of any of the Corporationassets or funds of the Corporation to the holders of Series C-2 Preferred Stock and any Junior Securities by reason of their ownership of such stock, the holders of shares of Series A Preferred Stock and Series B Preferred Stock are shall be entitled to be paid out receive for each outstanding share of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts Series A Preferred Stock and other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus Stock then held by them an amount equal to any $1,000.00 (the "Series A/B Liquidation Preference") plus accrued and unpaid cumulative dividends on such share (whether or not earnedas adjusted for any recapitalizations, authorized or declared) thereon stock combinations, stock dividends, stock splits and the like). Following the payment of the Series A/B Liquidation Preference, and prior and in preference to and including the date of payment, but without interest, before any distribution of any of the assets is made or funds of the Corporation to the holders of Junior StockSecurities by reason of their ownership of such stock, the holders of Series C-2 Preferred Stock shall be entitled to receive for each outstanding share of Series C-2 Preferred Stock then held by them in an amount equal to $1,000.00 (the "Series C-2 Liquidation Preference") plus any declared but unpaid dividends on such shares (as adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like). If If, upon the occurrence of a liquidation, dissolution or winding up, the assets and funds of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares by reason of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares their ownership of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given insufficient to permit the payment of the full aforementioned preferential amount on the Series C-2 Preferred Stock, then the entire assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed among the holders of Series C-2 Preferred Stock and holders of any other such Parity Securities ratably in accordance with the respective amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Preferred Stock. Notwithstanding the above, for purposes of determining the amount each holder of shares of Series B Preferred Stock is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert payable on such shares of Series B C-2 Preferred Stock into Common Sharesand such Parity Securities if the amounts payable thereon were paid in full.
Appears in 1 contract
Samples: Consent Agreement (Genaera Corp)
Liquidation Preference. Upon (1) in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the Corporation’s debts and any Group Company (other liabilities, a liquidation preference of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidation preference on the Series B Preferred Stock and the liquidation preference on the shares of any class or series of Parity Preferred Stock, all assets distributed to the holders of the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series B Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Subject to the last sentence of this Section 4, after payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into another entity, a merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of a Subsidiary that has been approved by the affairs Shareholders as part of a restructuring for the benefit of the Corporation. In determining whether a distribution (other than upon Company), either voluntary or involuntary liquidationinvoluntary, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series B Shares shall be entitled to receive, prior to any distribution to other holders of Preferred StockShares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series B Share equal to 100% of the Series B Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series B Preference Amount”). Notwithstanding After the abovefull distribution of the Series B Preference Amount, for purposes of determining the amount each holder of shares holders of Series A1 Shares shall be entitled to receive, prior to any distribution to holders of Series A Shares and holders of the Ordinary Shares or any other class or series of shares, an amount per Series A1 Share equal to 100% of the Series A1 Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A1 Preference Amount”). After the full distribution of the Series B Preferred Stock is Preference Amount and Series A1 Preference Amount, holders of Series A Shares shall be entitled to receive with respect prior to a voluntary or involuntary liquidation, dissolution or winding up any distribution to holders of the affairs Ordinary Shares or any other class or series of the Corporation, each such holder of shares of Series B Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Series B Preferred Stock into Common Shares immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregateshares, an amount greater than per Series A Share equal to 100% of the amount that would Series A Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid dividends thereon (the “Series A Preference Amount”, and collectively with Series B Preference Amount and Series A1 Preference Amount, the “Preference Amount”). After the full liquidation Preference Amount on all outstanding Preferred Shares has been paid, any remaining funds or assets of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Preferred Shares (on an as-converted basis) together with the holders of the Ordinary Shares. If the Company has insufficient assets to such holder if such holder did not convert such shares permit payment of Series B the Preference Amount in full to all holders of Preferred Stock into Common Shares., then the assets of the Company shall be distributed as follows:
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