Liquidation Terms Sample Clauses

Liquidation Terms. (i) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Company, each Class B Preferred Securityholder shall, subject to the limitations described herein, be entitled to receive the Class B Liquidation Preference Amount of U.S.$25 per Class B Preferred Security, plus, in each case, accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of liquidation, and Arrears of Payments and Additional Amounts, if any. Such entitlement shall arise following the liquidation distribution of the Obligations to the Class A Preferred Securityholders and before any distribution of assets is made to Common Securityholders.
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Liquidation Terms. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Preferred Securityholders at the time outstanding shall, subject to the limitations described herein, be entitled to receive the liquidation preference of $25.00 per Preferred Security, plus, in each case, accumulated and unpaid dividends for the then current Dividend Period to the date of the final distribution of assets of the Company, in respect of each Preferred Security held out of the assets of the Company available for distribution to Securityholders. Such entitlement shall arise following the liquidation distribution of Intercompany Securities to the Common Securityholders. In addition, the Guarantee Independent Director shall enforce the Contingent Guarantee on behalf of the Company solely for the benefit of the Preferred Securityholders.
Sample 1
Liquidation Terms. (i) In the event of (A) any voluntary or involuntary dissolution, liquidation or winding up of the Company occurring without a simultaneous liquidation of the Bank or (B) a dissolution, liquidation or winding-up of the Company occurring pursuant to Section 15.2(c) but outside a Shift Period:
Sample 1
Liquidation Terms. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the [Class B] Preferred Securityholders at the time outstanding shall, subject to the limitations described herein, be entitled to receive the liquidation preference of $[__] per [Class B] Preferred Security, plus, in each case, accumulated and unpaid dividends for the then current [Class B] Dividend Period to the date of the final distribution of assets of the Company, in respect of each [Class B] Preferred Security held out of the assets of the Company available for distribution to Securityholders. Such entitlement shall arise following the liquidation distribution of Intercompany Securities to the [Class A] Preferred Securityholders, and before any distribution of assets is made to Common Securityholders. In addition, the Guarantee Independent Director shall enforce the Contingent Guarantee on behalf of the Company solely for the benefit of the [Class B] Preferred Securityholders and, solely with respect to the Contingent Distribution, the [Class B] Preferred Securities shall rank senior to the [Class A] Preferred Securities.
Sample 1

Related to Liquidation Terms

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

  • Liquidation Events (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.4(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a)(i) or (ii).

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Liquidation Event 22- Liquidation Proceeds................................................................-22- Loan-to-Value Ratio.................................................................-22-

  • Liquidation Expenses Expenses that are incurred by the Master Servicer or a Servicer in connection with the liquidation of any defaulted Mortgage Loan and are not recoverable under the applicable Primary Mortgage Insurance Policy, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or 9.22.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Termination and Liquidation Section 9.01.

  • Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

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