Liquidation Recapitalization Etc Clause Samples
The "Liquidation, Recapitalization, etc." clause defines how certain significant corporate events—such as liquidation, merger, acquisition, or major restructuring—affect the rights and obligations of the parties involved, particularly shareholders or investors. Typically, this clause outlines the procedures for distributing assets, converting securities, or adjusting ownership interests in the event of such transactions. Its core practical function is to ensure that all parties understand how their interests will be treated during major corporate changes, thereby providing predictability and protecting stakeholders from unexpected losses or dilution.
Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the extent provided in Section 6, be paid over and delivered to the Trustee or its agent to be held by or for the benefit of the Trustee as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Trustee or its agent, to be held by or for the benefit of the Trustee as security for the Obligations. Except to the extent provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company shall, until paid or delivered to the Trustee or its agent, be held in trust for the Trustee, for the benefit of the Holders from time to time of the Securities, as security for the payment and performance in full of all of the Obligations.
(b) All sums of money that are delivered to the Trustee or its agent pursuant to this Section 4 shall be deposited into an interest bearing account maintained by, and under the sole dominion and control of, the Trustee (the "Cash Collateral Account"). Interest earned on the Cash Collateral Account shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any cash or cash equivalents (including Investment Grade Securities) deposited with the Trustee in accordance with Section 1207 of the Indenture, and any and all proceeds of any thereof are hereinafter referred to as the "Cash Collateral."
(c) Unless the conditions set forth in Section 1207 of the Indenture are complied with, the Company shall have no right to withdraw sums from the Cash Collateral Account or to receive any of the Cash Collateral.
Liquidation Recapitalization Etc. Any sums paid upon or with respect to any of the Stock upon the liquidation or dissolution of the issuer thereof shall be paid over to Pledgee to be held by it as security for the Obligations; and in case any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, the capital or property so distributed shall be delivered to Pledgee to be held by it as security for the Obligations. All sums of money and property paid or distributed in respect of the Stock upon such a liquidation, dissolution, recapitalization or reclassification which are received by Pledgor shall, until paid or delivered to Pledgee, be held in trust for Pledgee as security for the Obligations.
Liquidation Recapitalization Etc. Any sums or other property paid or ----------------------------------- distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in (S)6, be paid over and delivered to the Agent to be held by the Agent, for the benefit of the Banks and the Agent, as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Agent, for the benefit of the Banks and the Agent, to be held by it as security for the Obligations. Except to the limited extent provided in (S)6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Pledgor shall, until paid or delivered to the Agent, be held in trust for the Agent, for the benefit of the Banks and the Agent, as security for the payment and performance in full of all of the Obligations.
Liquidation Recapitalization Etc. Any sums or other property paid or distributed upon or with respect to any of the Securities, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in §6, be paid over and delivered to the Secured Party to be held by the Secured Party as security for the payment and performance in full of all of the Obligations. To the extent any such property paid or distributed pursuant to the immediately preceding sentence is in the form of money, the Secured Party shall have the right (but not the obligation) to deposit such money in a deposit account with a depository satisfactory to the Secured Party and any such funds may be invested in such items as the Secured Party may elect, and the Secured Party shall have a perfected security interest in all such sums or other property so paid or distributed and all proceeds thereof (and any interest earned shall continue to be held by the Secured Party as security for the payment and performance in full of all of the Obligations). In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Securities or any property shall be distributed upon or with respect to any of the Securities, the property so distributed shall be delivered to the Secured Party, to be held by it as security for the Obligations. Except to the limited extent provided in §6, all sums of money and property paid or distributed in respect of the Securities, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company shall, until paid or delivered to the Secured Party, be held in trust for the Secured Party as security for the payment and performance in full of all of the Obligations.
Liquidation Recapitalization Etc. The Company shall not, and shall not permit any of its Subsidiaries to, liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction without the prior written consent of the Purchaser; provided, however, that such prohibition shall not prevent the Company from transferring assets to wholly-owned subsidiaries of the Company or of other wholly-owned subsidiaries of the Company in the ordinary course of business.
Liquidation Recapitalization Etc. Any sums or other property (including, without limitation, any shares of the capital stock of any issuer, including the Company, or any securities exchangeable for or convertible into shares of such capital stock) paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section 6, be paid over and delivered to the Company to be held by the Company, pursuant to the terms of this Agreement, as security for the payment and performance in full of all of the Obligations. In the event that, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Company to be held by it as security for the Obligations. Except to the limited extent provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Pledgor shall, until paid or delivered to the Company, be held in trust for the Company as security for the payment and performance in full of all of the Obligations.
Liquidation Recapitalization Etc. Any sums or other property (including, without limitation, any shares of the capital stock of any issuer, including the Company, or any securities exchangeable for or convertible into shares of such capital stock) paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the limited extent provided in Section 6, be paid over and delivered to the Company to be held by the Company, pursuant to the terms of this Agreement, as security for the payment and performance in full of all of the Obligations. In the event that, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Company to be held by it as security for the Obligations. Except to the limited extent provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Pledgor 3 -3- shall, until paid or delivered to the Company, be held in trust for the Company as security for the payment and performance in full of all of the Obligations.
Liquidation Recapitalization Etc. (a) Any sums or other property paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the extent provided in Section 6, be paid over and delivered to the Trustee or its agent to be held by or for the benefit of the Trustee as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock,
Liquidation Recapitalization Etc. 3 Any sums or other property paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise constitute security for payment of the Obligations, and shall, except to the limited extent provided in Section 6, be paid over and delivered to the Bank to be held by the Bank as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to the Bank to be held by it as security for the Obligations. Except to the limited extent provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Company shall, until paid or delivered to the Bank, be held in trust for the Bank as security for the payment and performance in full of all of the Obligations.
Liquidation Recapitalization Etc. In case any distribution of capital or stock dividend shall be made on or in respect of any of the Stock, or any money or property shall be distributed upon or with respect to any of the Stock, pursuant to recapitalization or reclassification of the capital of the Pledgee or ATC, or pursuant to the consummation of any merger, consolidation, reorganization or liquidation or dissolution of Pledgee or ATC, the money or property so distributed shall be delivered to the Pledgee to be held by it as part of the Collateral and as security for the Obligations. All sums of money and property, if any, paid or distributed in respect of the Stock, upon such other merger, consolidation, liquidation, dissolution, reorganization, recapitalization or reclassification, which are received by the Pledgor shall, until paid or delivered to the Pledgee, be held in trust for the Pledgee as part of the Collateral and as security for the Obligations.