Common use of Payment on Liquidation Clause in Contracts

Payment on Liquidation. (A) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, Holders will be entitled to receive out of the assets of the Company available for distribution to the holders of its Capital Stock, whether such assets are capital, surplus or earnings, an amount in cash equal to the Liquidation Preference, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities, determined as of the date of such voluntary or involuntary liquidation, dissolution or winding-up. Except as set forth in the preceding sentence, Holders shall not be entitled to any distribution in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, the assets of the Company are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the 10% Series A Exchangeable Preferred Stock and all Parity Securities, then the holders of all such shares shall share equally and ratably in any distribution of assets in proportion to the full liquidation preferences, determined as of the date of such voluntary or involuntary liquidation, dissolution or winding-up, to which they are entitled. (B) For the purposes of this Section V only, neither the sale, lease, 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 Company nor the consolidation or merger of the Company with or into one or more corporations shall be deemed to be a liquidation, dissolution or winding-up of the Company (unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding-up of the business of the Company).

Payment on Liquidation. (Ai) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, the Holders of Junior Preferred Stock will be entitled to receive out of the assets of the Company available for distribution to the holders of its Capital Stock, whether such assets are capital, surplus capital or earningssurplus, an amount in cash per share equal to the Liquidation Preference, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities, Preference determined as of the date of such voluntary or involuntary liquidation, dissolution or winding-up, after any payment or other distribution is made on any Senior Securities. Except as set forth in the preceding sentence, Holders of Junior Preferred Stock shall not be entitled to any other distribution in the event of voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Company. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, the assets of the Company are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the 10% Series A Exchangeable Junior Preferred Stock and all Parity Securities, then the holders of all such shares of Junior Preferred Stock and Parity Securities shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preferences, payments determined as of the date of such voluntary or involuntary liquidation, dissolution or winding-up, to which they are each of them is entitled. (Bii) For the purposes of this Section V 5 only, neither the sale, lease, 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 Company nor the consolidation or merger of the Company with or into one or more corporations shall be deemed to be a liquidation, dissolution or winding-up of the Company (unless such sale, conveyance, exchange or transfer is in connection with a dissolution or winding-up of the business affairs of the Company).