Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Thermo Electron Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In Following the occurrence of a Consolidation Event, in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether under Bankruptcy Law or otherwise, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcybank ruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to indefeasibly receive payment in full and in cash of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, premium, if any, of or interest on or any other amounts owing under the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventPayment. In the event that, notwithstanding the foregoing provisions of this Section 170210.2, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, Securities Payment before all Senior Indebtedness is indefeasibly paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderin cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to indefeasibly pay all Senior Indebtedness in fullfull and in cash, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article X only, the words "cash, property or securitiesSecurities Payment" shall not be deemed to include shares of stock of the Company as reorganized or readjustedReorganization Securities, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of shall in all events be entitled to receive and retain any Reorganization Securities notwithstanding anything to the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightcontrary contained herein.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceedinginsolvency, or any bankruptcy, receivership, liquidation, reorganization reorganization, readjustment, composition or other similar case or proceeding in connection therewith, relative relating to the Company Company, its creditors or its creditorsproperty, as such, or to its assets, or (bii) any proceeding for the liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (ciii) any assignment by the Company for the benefit of its creditors or (iv) any other marshaling marshalling of the assets and liabilities of the Company, then and in any such event the holders of all Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or characterdistribution, whether in cash, securities or other property, shall be made by the Company on account of the Debentures. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or securitiesany other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in the subordination provisions of the Indenture with respect to the indebtedness evidenced by the Debentures, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which may would otherwise (but for such subordination provisions) be payable or deliverable in respect of the Securities Debentures shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. No present or future holder of any such case, proceeding, dissolution, liquidation Senior Indebtedness shall be prejudiced in the right to enforce subordination of the Debentures by any act or other winding up or eventfailure to act on the part of the Company. In the event that, notwithstanding the foregoing provisions of this Section 1702foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full full, or payment thereof provided for, and if such fact shall, at or prior to the time of provision is made for such payment or distributionin money in accordance with its terms, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, receiverand their respective interests may appear, liquidating trusteeas calculated by the Company, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay all such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holder benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.an entirety
Appears in 1 contract
Samples: Lodgian Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (a) any a bankruptcy, insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding described in connection therewith, relative to the Company or its creditors, as such, or to its assets, clause (e) or (bf) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or definition of Event of Default (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any each such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premiumevent, if any, or herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest on thereon accruing after the Securities and to that end the holders commencement of Senior Indebtedness any such proceedings) shall first be entitled to receive, for application to the payment thereof, paid in full before any payment or distribution of any kind or characterdistribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or securitiesany other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any such case, proceeding, dissolution, liquidation or other winding up or eventinterest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event thatof any Proceeding, notwithstanding the foregoing provisions after payment in full of this Section 1702all sums owing with respect to Senior Debt, the Trustee or Holders of the Holder Securities, together with the holders of any Security obligations of the Company ranking on a parity with the Securities, shall have received any payment or distribution of be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and premium, if any, and interest (including any kind Additional Interest) on the Securities and such other obligations before any payment or characterother distribution, whether in cash, property or securitiesotherwise, shall be made on account of any Equity Interests or any obligations of the Company ranking junior to the Securities and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Indebtedness is Debt shall have been paid in full or payment thereof provided forfull, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered forthwith to and transferred to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets holders of the Company Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all such Senior Indebtedness Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, after giving effect to any concurrent payment distribution or distribution to or for the security, each holder of Senior IndebtednessDebt is hereby irrevocably authorized to endorse or assign the same. For purposes The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Article onlyIndenture to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the words "cashopinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, property be necessary or securities" appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to include shares of stock of the Company as reorganized or readjustedprevent such obligations from constituting, or securities of the Company or any other corporation provided for by respectively, obligations ranking on a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, parity with the Securities are so subordinated as provided in this Article Seventeenor ranking junior to the Securities. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article TwelvePayment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities is intended to or shall impair, as among prevent (a) the Company, its creditors other than holders of Senior Indebtedness and at any time, except during the Holders pendency of the Securitiesconditions described in paragraph (a) of Section 12.2 or of any Proceeding referred to in Section 12.2, from making payments at any time of principal of and any premium or interest (including any Additional Interest) on the right, which is absolute and unconditional, Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the Holder principal of and any Security to convert premium or interest (including any Additional Interest) on the Securities or the retention of such Security payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with Article Twelve. The consolidation of Section 12.8) that such payment would have been prohibited by the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes provisions of this Article XII, except as provided in Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight12.8.
Appears in 1 contract
Samples: Greater Community Bancorp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of any payment by, or distribution of the assets of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any), or interest (including Liquidated Damages, if any) on or any other amount payable under the Securities and Securities, ratably according to that end the holders aggregate amounts remaining unpaid on account of such Senior Indebtedness shall be entitled to receiveheld by them, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefore, to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 170213.02, the Trustee or the Holder of any Security Securities shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets of the Company for application to the payment of all such Senior Indebtedness remaining unpaid, unpaid or their representatives to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holder holders of such Senior Indebtedness. For purposes of this Article 13 only, the words "cashCASH, property or securitiesPROPERTY OR SECURITIES" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which that in either case are subordinated in right of payment to all Senior Indebtedness which that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer of all or substantially all other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 7 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 13.02 if the Person formed by such consolidation or into which the Company is merged or which that acquires by conveyance sales, lease, conveyance, transfer or transfer all or substantially all of other disposition such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sales, lease, conveyance, transfer or transferother disposition, comply with the conditions set forth in Article Eight7.
Appears in 1 contract
Samples: Triquint Semiconductor Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingProceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities or coupons appertaining thereto are entitled to receive 107 any payment on account Securities Payment (other than a Securities Payment in the form of principal ofPermitted Junior Securities), premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution Securities Payment (other than any Securities Payment in the form of any kind or character, whether in cash, property or securitiesPermitted Junior Securities), which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution Securities Payment (other than any Securities Payment in the form of assets of the Company of any kind or character, whether in cash, property or securities, Permitted Junior Securities) before all Senior Indebtedness is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if the Trustee or such fact Holder, as the case may be, shall, at or prior to the time of such payment or distribution, Securities Payment have been made known to the Trustee or, as the case may be, actual knowledge of such Holderfact, then and in each such event event, such payment or distribution Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Snyder Oil Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of the Company, whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, ; before the Holders of the Securities are entitled to receive 107 any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of, of or premium, if any, or interest on the Securities, or the amount, if any, of the Repurchase Price payable in respect of Securities pursuant to Article XIV, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that does not adversely alter the rights of holders of Senior Indebtedness which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Converse Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this Section 170212.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveXII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Indenture (Affymetrix Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, of or any premium or interest on the Securities Securities, and to that end the holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in 41 connection therewith, relative to the Company or to its creditors, as such, or to its assets, assets or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessIndebtedness (including, without limitation, interest thereon accruing after the commencement of any such case, proceeding or action but only to the extent that such holders of Senior Indebtedness shall have been determined to be entitled to receive such interest from the Company), or provision provisions shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceedingproceeding or action. In the event that (1) any case, dissolutionproceeding or action described in clauses (a) through (c) above shall have occurred and (2) a proper claim or proof of debt shall not have been filed on behalf of the Holders of the Securities at least 10 days prior to the expiration of the time to file such claim or proof of debt, liquidation any holder of Senior Indebtedness, on behalf of all holders of Senior Indebtedness then outstanding, shall be entitled to file, on behalf of the Holders of the Securities, an appropriate claim or proof of debt for the unpaid balance of the Securities or other winding up amounts owing in respect of the Securities in the form required in such case, proceeding or eventaction and to cause such claim to be approved. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee or, as the case may be, such HolderTrustee, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which are is subordinated at least to the extent provided in right this Article XI with respect to the Securities to the payment of payment to all Senior Indebtedness which may at the time be outstanding to substantially outstanding; provided, however, that (a) such Senior Indebtedness is assumed by the same extent asnew corporation, if any, resulting from any such reorganization or to a greater extent than, readjustment and (b) the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account rights of the principal of or premium or interest on Securities or on account holders of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and are not, without the Holders consent of the Securitiessuch holders, the right, which is absolute and unconditional, of the Holder of any Security to convert altered by such Security in accordance with Article Twelvereorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person (in each case, upon the terms and conditions set forth in Article Eight VI and in full compliance with any document pursuant to which Senior Indebtedness shall then be outstanding) shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.VI. 42
Appears in 1 contract
Samples: Laboratory Corp of America Holdings
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of the Company or its creditors, as such, or any Guarantor to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of the Companydissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors or any other creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings, whether voluntary or not (except in connection with a consolidation or merger or liquidation or dissolution following the conveyance, transfer 104 or lease of the assets and liabilities properties of the Company substantially as an entirety upon the terms and conditions described under Section 8.01) (each such event, if any, is herein sometimes referred to as a “Proceeding”), of the Company or any Guarantor (the Company or such Guarantor being the “Affected Obligor”), then (i) if the Affected Obligor is the Company, then and in any such event the holders of Senior Indebtedness shall first be entitled to receive payment in full full, in cash or Cash Equivalents, of all amounts due or to become due on or in respect of all such Senior Indebtedness, Indebtedness (including interest accruing after the commencement of any such Proceeding at the rate specified therein whether or provision shall be made for not such payment interest is an allowed claim in money or money's worth, such proceeding) before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (premium, if any, or ) and interest on the Securities or on account of the purchase or redemption or other acquisition of Securities by the Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a Guarantor, the holders of Guarantor Senior Indebtedness of such Guarantor shall first be entitled to receive payment in full, in cash or Cash Equivalents, of all amounts due or to become due on or in respect of such Guarantor Senior Indebtedness (including interest accruing after the commencement of any such Proceeding at the rate specified therein whether or not such interest in an allowed claim in such proceeding) before the Holders of the Securities are entitled to receive any payment or distribution of any kind with respect to the Guarantee of such Guarantor (any payment on or purchase, redemption or acquisition of the Securities, referred to in clause (i), and any payment on a Guarantee, referred to in clause (ii), being, individually and collectively, a “Securities Payment”), and, to that end end, if the Affected Obligor is the Company, the holders of Senior Indebtedness and, if the Affected Obligor is a Guarantor, the holders of Guarantor Senior Indebtedness of such Guarantor (such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, being “Affected Obligor Senior Indebtedness” of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, securities which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 170214.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Indebtedness is paid in full or payment thereof provided forfull, and if such fact shall, at or prior to the time of such payment or distributionpayment, have been made known to the Trustee oror the Holder, as the case may be, such Holder, then and in such event such payment or distribution distribution, except for amounts subject to the claim granted to the Trustee in Section 6.06 hereof, shall be held in trust for the holders of Affected Obligor Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company Affected Obligor for application to the payment of all Affected Obligor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of the Affected Obligor Senior Indebtedness. For purposes of this Article XIV only, the words "“any payment or distribution of any kind or character, cash, property or securities" ” shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized equity or readjusted, or subordinated securities of the Company or any other corporation Affected 105 Obligor provided for by a plan of reorganization or readjustment which that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Indebtedness which may to at the time be outstanding to substantially least the same extent as, or to a greater extent than, as the Securities or Guarantees, as the case may be, are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightXIV.
Appears in 1 contract
Samples: Indenture (Baytex Energy LTD)
Payment Over of Proceeds Upon Dissolution, Etc. In the ----------------------------------------------- event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessIndebtedness in cash or cash equivalents, or provision shall be made for such payment in money cash or money's worthother immediately available funds or otherwise in a manner satisfactory to each holder of Senior Indebtedness with respect to its Indebtedness, before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, of (and premium, if any, ) or interest on the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property securities or securitiesother property, which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article 10 only, the words "cash, property securities or securitiesother property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve10. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 10.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight5.
Appears in 1 contract
Samples: Envirosource Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the ---------------------------------------------- event of any payment by, or distribution of the assets of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are Holder is entitled to receive 107 any payment on account of principal of, of (or premium, if any), or interest on the Securities or any other amount payable under this Security, and to that end end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofof such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Securities this Security in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this Section 17029.02, the Trustee or the Holder of any Security shall have received any payment or distribution of ---- assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets aggregate amounts remaining unpaid on account of the Company Senior Indebtedness held by them, for application to the payment of all Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holder holders of such Senior Indebtedness. For purposes of this Article 9 only, the words "cash, property or - securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which that in either case are subordinated in right of payment to all Senior Indebtedness which that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve9. The consolidation of the Company with, or the merger of the Company - into, another Person or the liquidation or dissolution of the Company following the conveyance sale, lease, conveyance, transfer or transfer of all or substantially all other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 4 shall not be deemed a dissolution, winding winding-up, - liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 9.02 if the Person formed by such consolidation or into which the ---- Company is merged or which that acquires by conveyance sale, lease, conveyance, transfer or transfer all or substantially all of other disposition such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, lease, conveyance, transfer or transferother disposition, comply with the conditions set forth in Article Eight.4. -
Appears in 1 contract
Samples: Interliant Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security received for purposes of this Section. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities liability of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.the
Appears in 1 contract
Samples: Capstone Capital Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, of or premium, if any, or interest on the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities 2004 Notes or the 2007 Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security 2004 Note or 2007 Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment readjustment, which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Bank United Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 170216.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article Sixteen only, the words "“cash, property or securities" ” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveSixteen. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 16.02 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Boston Properties LTD Partnership
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any dissolution, insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidationwinding up, liquidation or dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors of the Company or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event event, upon any payment or distribution of the assets or securities of the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of the Securities are entitled to receive 107 any payment or distribution on account of principal ofthe Subordinated Obligations, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, shall be entitled to receivereceive from the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Subordinated Obligations in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee assignment or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelvemarshalling. The consolidation of the Company with, or the merger of the Company with or into, or sale, conveyance, transfer or lease of all or substantially all of its assets to another Person Person, or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of all or substantially all of its properties and assets to another Person Person, in each case, upon the terms and conditions set forth in Article Eight 11, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if 16.02 if, as a part of such consolidation, merger, sale, conveyance, transfer or lease, as the case may be, the Person formed by such consolidation or into which the Company is merged merged, or which acquires by sale, conveyance or transfer or lease all or substantially all of such properties and the Company’s assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply complies with the conditions set forth in Article Eight11.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyGuarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of or creditors or any other marshaling of assets and liabilities of the CompanyGuarantor, then and in any such event the holders of Senior Guarantor Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Guarantor Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities Guarantees are entitled to receive 107 any payment under the Guarantees on account of principal ofon, premium, if any, or interest on the Securities and to that end the holders of Senior Guarantor Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Guarantees in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security in respect of the related Guarantee shall have received any payment or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, before all Senior Guarantor Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Guarantor Indebtedness. For purposes of this Article Eighteen only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company Guarantor as reorganized or readjusted, or securities of the Company Guarantor or any other corporation provided for by a plan of reorganization or readjustment 110 readjustment, which are subordinated in right of payment to all Senior Guarantor Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Guarantees are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveEighteen. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company Guarantor is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets , as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of any Loan Party in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Companyany Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the CompanyLoan Parties, then and in any such event event, the holders of Senior Indebtedness representative or representatives, or the trustee or agent, under the Credit Agreement shall be entitled to receive receive, for the benefit of the Secured Parties (the “Senior Parties”) as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an event of default has occurred and is continuing under the Loan Documents, any Secured Hedging Agreement or any Bank Product Obligation Agreement and the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders holder of the Securities are any Intercompany Indebtedness owed such Company is entitled to receive 107 any payment on account of the principal of, premium, if any, of or interest on the Securities such Intercompany Indebtedness, and to that end end, the holders of Senior Indebtedness Parties shall be entitled to receive, as their interests may appear, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Intercompany Indebtedness owed by such Company in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessIndebtedness (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, on) or interest interest, if any, on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 17021302, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article Thirteen only, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity, provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveThirteen. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation conveyance, transfer or dissolution of lease by the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety, to another Person upon the terms and conditions set forth in Article Eight Eight, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 1302 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance conveyance, transfer or transfer all or substantially all lease of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Securities Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, Securities Payment before all Senior Indebtedness Debt is paid in full or payment thereof provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distributionSecurities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Solutia Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of ---------------------------------------------- (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthother payment satisfactory to the holders of Senior Indebtedness, before the Holders holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or payment thereof provided for, and if such fact shall, at or prior for in a manner satisfactory to the time holders of such payment or distribution, have been made known to the Trustee or, as the case may be, such HolderSenior Indebtedness, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article Four only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveFour. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Twelve shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 4.2 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightTwelve.
Appears in 1 contract
Samples: At Home Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, of or any premium or interest on the Securities or on the account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (other than Previous Payments), and to that end the holders of Senior Indebtedness Debt or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Debt in full in cash or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of other Senior Debt. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness Debt is paid in full in cash or other payment thereof provided for, and if such fact shall, at or prior satisfactory to the time holders of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then Senior Debt and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person -60- 68 formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Read Rite Corp /De/
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of any Company (a) in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, assignment for the benefit of creditors or other similar case or proceeding in connection therewith, relative to the any such Company or its creditors, as such, or to its assets, or (b) after the occurrence and during the continuance of an Event of Default or Potential Default under the Credit Agreement or any liquidation, dissolution or other winding up of the any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) in the event of any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Companyany such Company (a Company distributing assets as set forth herein being referred to in such capacity as a "DISTRIBUTING COMPANY"), then and in any such event the holders of Senior Indebtedness Lender shall be entitled to receive indefeasible payment in full of all amounts due at the time of such event and which are incurred by the Lender thereafter which are payable by the Borrower under the Credit Agreement(whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders holder of any Subordinated Debt owed by the Securities are Distributing Company is entitled to receive 107 any payment on account of the principal of, premium, if any, of or interest on the Securities such Subordinated Debt, and to that end the holders of Senior Indebtedness Lender shall be entitled to receive, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Subordinated Debt owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.,
Appears in 1 contract
Samples: Microsoft Corp
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness or obligations of the Company subordinated to the payment of the Debentures, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of, premium, if any, or interest (including any Additional Interest) on the Securities Debentures or on account of the purchase or other acquisition of 77 Debentures by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities Debentures in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 170214.2, the Trustee or the Holder of any Security Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all amounts due or to become due on all Senior Indebtedness is are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, or such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all amounts due or to become due on all Senior Indebtedness remaining unpaid, to the extent necessary to pay all amounts due or to become due on all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section 14.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Caremark Rx Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any), or interest on or any other amount payable under the Securities, including, but not limited to, the Redemption Prices, the Make-Whole Payment and the Repurchase Price payable with respect to the Securities in accordance with Article 11 or Article 12, as the case may be, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this Section 170214.02, the Trustee or the Holder of any Security Securities shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article 14 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve14. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 14.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight8.
Appears in 1 contract
Samples: Internet Capital Group Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article Fifteen only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveFifteen. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: SSL South, LLC
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of any Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, examinership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Company (other than any liquidation, dissolution or other winding up of any Company permitted under the CompanyCredit Agreement), whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event event, the holders of Senior Indebtedness Administrative Agent shall be entitled to receive payment receive, for the benefit of the Administrative Agent and the other Secured Parties as their respective interests may appear, Payment in full Full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents, or any other documents or instruments evidencing the Senior Debt or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders holder of any Intercompany Indebtedness owed by the Securities are Distributing Company is entitled to receive 107 any payment on account of the principal of, premium, if any, of or interest on the Securities such Intercompany Indebtedness, and to that end end, the holders of Senior Indebtedness Administrative Agent shall be entitled to receive, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event Upon any payment or distribution of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to assets of the Company or its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of the Companyup, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors or any other creditors, marshaling of assets and liabilities or any bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of the CompanyCompany (each such event, if any, herein sometimes referred to as a "PROCEEDING"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt), if any, on or in respect of all such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities Series A Debentures are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, retain any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Series A Debentures) subordinated to the payment of the Series A Debentures, but not including any payments that are made from funds on deposit pursuant to Section 4.1(a)(ii)(B) of the Indenture or funds on deposit for the redemption of Series A Debentures for which notice of redemption has been given and the applicable Redemption Date has passed, such payment or distribution being hereinafter referred to as a "JUNIOR SUBORDINATED PAYMENT"), in respect of principal of (or premium, if any) or interest (including any Additional Interest, if any) on the Series A Debentures or on account of the purchase or other acquisition of Series A Debentures by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof any payment or distribution of any kind of character, whether in cash, property or Series A Debentures, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities Series A Debentures in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security Series A Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding Debt to substantially the same extent as, or to a greater extent than, as the Securities Series A Debentures are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section Section, if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article Eight8 of the Indenture.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest (including any Liquidated Damages) on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property securities or securitiesother property, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In furtherance of the foregoing, but not by way of limitation thereof, in the event of any case or proceeding described in clause (a) above with the result that the Company is excused from the obligation to pay all or any part of the interest otherwise payable in respect of any Senior Indebtedness during the period subsequent to the commencement of any such case or proceeding, all or such part, as the case may be, of such interest shall be payable out of, and to that extent shall diminish and be at the expense of, reorganization dividends or other distributions in respect of the Notes. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securitiesother property, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee Trustee, or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property securities or securitiesother property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which are is subordinated at least to the extent provided in right this Article with respect to the Securities to the payment of payment to all Senior Indebtedness which may at the time be outstanding to substantially outstanding; provided, however, that (i) such Senior Indebtedness is assumed by the same extent asnew corporation, if any, resulting from any such reorganization or to a greater extent thanreadjustment, and (ii) the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account rights of the principal of or premium or interest on Securities or on account holders of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and are not, without the Holders consent of the Securitiessuch holders, the right, which is absolute and unconditional, of the Holder of any Security to convert altered by such Security in accordance with Article Twelvereorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of other disposition such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transferother disposition, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Offshore Logistics Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of any payment by, or distribution of the assets of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any), or interest on or any other amount payable under the Securities and Securities, ratably according to that end the holders aggregate amounts remaining unpaid on account of such Senior Indebtedness shall be entitled to receiveheld by them, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefore, to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 170213.02, the Trustee or the Holder of any Security Securities shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets of the Company for application to the payment of all such Senior Indebtedness remaining unpaid, unpaid or their representatives to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution distribution, or provision therefore, to or for the holder holders of such Senior Indebtedness. For purposes of this Article 13 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which that in either case are subordinated in right of payment to all Senior Indebtedness which that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 7 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 13.02 if the Person formed by such consolidation or into which the Company is merged or which that acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight7.
Appears in 1 contract
Samples: Earthweb Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment 105 on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock ----------------- and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Thermo Electron Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any No payment on account of principal of, premium, if any, or interest on on, or redemption or purchase (including, without limitation, a purchase pursuant to Article 14 of this Indenture) of, the Securities and shall be made if, at the time of such payment or immediately after giving effect thereto: (i) there shall exist a default in the payment of principal of, premium, if any, sinking funds or interest (including a default under any purchase or redemption obligations or a default in the payment of interest after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding) with respect to that end any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal, premium, if any, sinking funds or interest) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof and such event of Senior Indebtedness default shall be entitled not have been cured or waived or shall not have ceased to receiveexist. Notwithstanding the foregoing, for application to the payment thereofCompany may make, and the Trustee may receive and shall apply, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any (for principal, premium, if any, or interest or purchase) if such case, proceeding, dissolution, liquidation or other winding up or event. In payment was made prior to the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder occurrence of any Security shall have received of the contingencies specified in clauses (i) and (ii) above. Upon (i) any acceleration of the principal amount due on the Securities or (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of, premium, if any, sinking fund and interest due or to become due upon all Senior Indebtedness is shall first be paid in full (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding), or payment thereof provided forfor in cash in accordance with its terms, before any payment is made on account of the principal of, or interest on, or purchase of, the indebtedness evidenced by the Securities, and if upon any such fact shall, at dissolution or prior to the time of such payment winding up or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment liquidation or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee under this Indenture would be entitled, except for application the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, as the case may be, directly to the payment holders of all Senior Indebtedness remaining unpaid(in accordance with their relative priority and otherwise pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives, to the extent necessary to pay all Senior Indebtedness in fullfull (including interest after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding), in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Securities or to the Trustee under this Indenture. For purposes If any default or event described in the first paragraph of this Article onlySection 1302 shall have occurred, any payment or distribution of assets of the words "Company of any kind or character, whether in cash, property or securities" , received by the Trustee or the holders of the Securities before all Senior Indebtedness is paid in full (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding) or provision made for such payment, in accordance with its terms shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in accordance with its terms (including interest after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, at the rate specified in the applicable Senior Indebtedness, whether or not be deemed such interest is an allowable claim in such proceeding), after giving effect to include shares any concurrent payment or distribution to or for the holders of stock such Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, including the payment of any interest in respect of any interest payment date occurring after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceeding, the holders of the Securities (together with the holders of any other indebtedness of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are is subordinated in right of payment to the payment in full of all Senior Indebtedness,which is not subordinated in right of payment to the Securities and which by its terms grants such right of subrogation to the holders thereof) shall be subrogated to the rights of the holders of Senior Indebtedness which may at to receive payments or distributions of assets of the time be outstanding to substantially Company made on the same extent asSenior Indebtedness until the principal of, premium, if any, and interest on, or to a greater extent thanpurchase of, the Securities are so subordinated as provided shall be paid in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For full; and, for the purposes of this Sectionsuch subrogation, no payments or distributions to the term "junior securities" means Common Stock and holders of Senior Indebtedness of any other cash, property or securities into to which the holders of the Securities are convertible or the Trustee would be entitled except for the provisions of this Article, and no payment over pursuant to Article Twelve. Nothing contained in the provisions of this Article or elsewhere in this Indenture or in to the holders of Senior Indebtedness by the holders of the Securities is intended to or shall impairthe Trustee, shall, as among between the Company, its creditors other than the holders of Senior Indebtedness Indebtedness, and the Holders holders of Securities, be deemed to be a payment by the Company to the holders of or on account of Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the rightone hand, which is absolute and unconditionalthe holders of Senior Indebtedness, of on the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightother hand.
Appears in 1 contract
Samples: Philip Services Corp/De
Payment Over of Proceeds Upon Dissolution, Etc. In Following the occurrence of a Consolidation Event, in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether under Bankruptcy Law or otherwise, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to indefeasibly receive payment in full and in cash of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, premium, if any, of or interest on or any other amounts owing under the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventPayment. In the event that, notwithstanding the foregoing provisions of this Section 170211.2, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, Securities Payment before all Senior Indebtedness is indefeasibly paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderin cash, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to indefeasibly pay all Senior Indebtedness in fullfull and in cash, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XI only, the words "cash, property or securitiesSecurities Payment" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Reorganization Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Reeves Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall first be entitled to receive payment in full of all amounts due or to become due on or in with respect of to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premiumPrincipal or repurchase price, if any, of or interest on the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in with respect of to the Securities Notes in any such case, proceeding, dissolutionliquidation, liquidation dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 170211.2, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the 52 case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight5.
Appears in 1 contract
Samples: Heico Corp
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Company's assets in connection therewithwith any dissolution, relative to the Company winding up, liquidation or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of the Company, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcyreceivership proceedings (each such event, if any, herein sometimes referred to as a "Proceeding"), or (c) any upon an assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of otherwise: (i) all Senior Indebtedness shall (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, cash before the Holders of the Securities are entitled to receive 107 any payment on account payments or distributions of principal of, premium, if any, any kind or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Securities) subordinated to the payment of the Securities), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, property securities or securitiesother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of such Senior Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full in cash before any such case, proceeding, dissolution, liquidation payment or other winding up or eventdistribution is made to the Holders of the Securities. In the event that, that notwithstanding the foregoing subordination provisions of this Section 1702set forth herein, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, character is made on the Securities at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Indebtedness is paid in full in cash, the Trustee or payment thereof provided for, and if such fact shall, at or prior to the time holders of the Securities receiving such payment or distribution, have been made known will be required to the Trustee or, as the case may be, such Holder, then and in such event pay over such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of such Senior Indebtedness. For the purposes of this Article only, the words "cash, property any payment or securitiesdistribution of any kind or character" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Boise Cascade Trust Iii
Payment Over of Proceeds Upon Dissolution, Etc. If the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (ai) any insolvency or bankruptcy case or proceedinginsolvency, or any bankruptcy, receivership, liquidation, reorganization reorganization, readjustment, composition or other similar case or proceeding in connection therewith, relative relating to the Company Company, its creditors or its creditorsproperty, as such, or to its assets, or (bii) any proceeding for the liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (ciii) any assignment by the Company for the benefit of creditors or (iv) any other marshaling of assets and liabilities marshalling of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders assets of the Securities are entitled to receive 107 any payment on account of principal of, premiumCompany (each such event, if any, or interest on the Securities and herein sometimes referred to that end the holders of as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be entitled to receive, for application to the payment thereof, paid in full before any payment or distribution of any kind or characterdistribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or securitiesany other entity provided for by a plan of reorganization or 75 82 readjustment, the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any such case, proceeding, dissolution, liquidation or other winding up or eventinterest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event thatof any Proceeding, notwithstanding the foregoing provisions after payment in full of this Section 1702all sums owing with respect to Senior Indebtedness, the Trustee or Holders of the Holder Securities, together with the holders of any Security obligations of the Company ranking on a parity with the Securities, shall have received any payment or distribution of be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any kind payment or character, other distribution; whether in cash, property or securitiesotherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Indebtedness is shall have been paid in full or payment thereof provided forfull, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered forthwith to and transferred to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets holders of the Company Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, after giving effect to any concurrent payment distribution or distribution to or for the security, each holder of Senior IndebtednessIndebtedness is hereby irrevocably authorized to endorse or assign the same. For purposes The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Article onlyIndenture to an agent for the holders of Senior Indebtedness or consent to the filing of a financing statement with respect hereto) as may, in the words "cashopinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, property be necessary or securities" appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert prevent such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.obligations from
Appears in 1 contract
Samples: Triangle Capital Trust
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event specified in clause (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Indebtedness shall be entitled to receive or retain payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities Notes are entitled to receive 107 any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of, of (or premium, if any, ) or interest or any Special Interest on or other obligations in respect of the Securities Notes (including any interest accruing on or after the filing of any Proceeding relating to the Company, whether or not allowed in such Proceeding) or on account of any purchase or other acquisition of Notes by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a “Notes Payment”), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, Notes Payment which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 170213.2, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, Notes Payment before all Senior Indebtedness of the Company is paid in full in cash or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such HolderCash Equivalents, then and in such event such payment or distribution Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person person making payment or distribution of assets of the Company for the application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Indebtedness in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article Section 13 only, the words "“any payment or distribution of any kind or character, whether in cash, property or securities" ” shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveSection 13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 8.11 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply complies with the conditions set forth in Article EightSection 8.11.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's ’s worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "“cash, property or securities" ” shall not be deemed to include shares of common stock of the Company as reorganized or readjustedreadjusted or any other Person, or other securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Indenture (Hancock Holding Co)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveXII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets sub stantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Activision Inc /Ny
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Borrower in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the CompanyBorrower, then and in any such event event, the holders of Senior Indebtedness representative or representatives, or the trustee or agent, under the Credit Agreement shall be entitled to receive receive, for the benefit of the Secured Parties (the “Senior Parties”) as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an event of default has occurred and is continuing under the Loan Documents, the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders holder of the Securities are any Intercompany Indebtedness owed such Company is entitled to receive 107 any payment on account of the principal of, premium, if any, of or interest on the Securities such Intercompany Indebtedness, and to that end end, the holders of Senior Indebtedness Parties shall be entitled to receive, as their interests may appear, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Intercompany Indebtedness owed by such Company in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Company's assets in connection therewithwith any dissolution, relative to the Company winding up, liquidation or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of the Company, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcyreceivership proceedings (each such event, if any, herein sometimes referred to as a "Proceeding"), or (c) any upon an assignment for the benefit of creditors or otherwise: (i) all Secured Indebtedness (including without limitation all interest accruing on or after the filing of any other marshaling of assets and liabilities of petition in bankruptcy relating to the CompanyCompany at the relevant contractual rate, then and whether or not such claim for post-petition interest is allowed in any such event the holders of Senior Indebtedness shall proceeding) must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, cash before the Holders of the Securities Debentures are entitled to receive 107 any payment on account payments or distributions of principal of, premium, if any, any kind or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Debentures) subordinated to the payment of the Debentures), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, property securities or securitiesother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities Debentures shall be paid or delivered directly to the holders of such Secured Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Secured Indebtedness shall have been paid in full in cash before any such case, proceeding, dissolution, liquidation payment or other winding up or eventdistribution is made to the Holders of the Debentures. In the event that, that notwithstanding the foregoing subordination provisions of this Section 1702set forth herein, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, character is made on the Debentures at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Secured Indebtedness is paid in full in cash, the Trustee or payment thereof provided for, and if such fact shall, at or prior to the time holders of the Debentures receiving such payment or distribution, have been made known will be required to the Trustee or, as the case may be, such Holder, then and in such event pay over such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior such Secured Indebtedness. For the purposes of this Article only, the words "cash, property any payment or securitiesdistribution of any kind or character" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all Senior then outstanding Secured Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, as the Securities Debentures are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the 91 Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Big Flower Holdings Inc
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company Note Issuer or its creditorsproperty (each such event, if any, herein sometimes referred to as sucha "Proceeding"), or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness of the Note Issuer shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Note Issuer (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Senior Subordinated Payment"), on account of principal of, of (or premium, if any, ) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or on account of the purchase or other acquisition of Securities by the Note Issuer or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company Note Issuer of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, before all Senior Indebtedness of the Note Issuer and the Company is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Note Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. 106 EXECUTION 116 For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Note Issuer as reorganized or readjusted, or securities of the Company Note Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company Note Issuer with, or the merger of the Company Note Issuer into, another Person or the liquidation or dissolution of the Company Note Issuer following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Note Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Note Issuer is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, premium, if any, of or interest on the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: GBC Bancorp
Payment Over of Proceeds Upon Dissolution, Etc. of Company. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assetsproperty, or (b) and in the event of any voluntary liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Securities Securities, except securities of the Company which are subordinate and subject in any such case, proceeding, dissolution, liquidation or other winding up or eventright of payment to the prior payment in full of all Senior Indebtedness then outstanding. In the event thatIf, notwithstanding the foregoing provisions of this Section 1702foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than as aforesaid), before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes If any Securities are declared due and payable before their Stated Maturity because of this Article only, the words "cash, property or securities" occurrence of an Event of Default (under circumstances when the provisions of the foregoing paragraph shall not be deemed to include shares of stock applicable), the holders of the Company as reorganized Senior Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or readjusted, to become due or securities in respect of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at before the time be outstanding to substantially the same extent as, or to a greater extent than, Holders of the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed entitled to constitute a receive any payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshaling of assets and liabilities of the Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607. Section 1403. No Payment When Senior Indebtedness in Default in Payment.
Appears in 1 contract
Samples: Remington Oil & Gas Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to the Company or its creditors, as such, or to its assets, or (b) any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Debt (in their sole discretion) of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, premium, if any, Principal of or interest on the Securities Notes or on account of the purchase, redemption or other retirement of Notes (including any Change of Control Payment), and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, receivership, dissolution, liquidation liquidation, reorganization or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 170211.2, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securitiesother property, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. For purposes of this Article Eleven only, the words "cash, property securities or securitiesother property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Indebtedness which may Debt at the time be outstanding least to substantially the same extent as, or to a greater extent than, as the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveEleven. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 10.1 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightSection 10.1.
Appears in 1 contract
Samples: Indenture (Cincinnati Bell Inc /Oh/)
Payment Over of Proceeds Upon Dissolution, Etc. In the event Upon any payment or distribution of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to assets of the Company or its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of the Companyup, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors or any other creditors, marshaling of assets and liabilities or any bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of the Company, then and in any Company (each such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premiumevent, if any, or interest on the Securities and herein sometimes referred to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. as In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesDebentures, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding Debt to substantially the same extent as, or to a greater extent than, as the Securities Debentures are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section Section, -67- 75 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article Eight8.
Appears in 1 contract
Samples: Newfield Exploration Co /De/
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness or obligations of the Company subor- dinated to the payment of the Debentures, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of, premium, if any, or interest (including any Additional Interest) on the Securities Debentures or on account of the purchase or other acquisition of Debentures by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities Debentures in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 170214.2, the Trustee or the Holder of any Security Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all amounts due or to become due on all Senior Indebtedness is are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, or such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all amounts due or to become due on all Senior Indebtedness remaining unpaid, to the extent necessary to pay all amounts due or to become due on all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section 14.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Gentiva Health Services Inc
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Company's assets in connection therewithwith any dissolution, relative to the Company winding up, liquidation or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of the Company, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcyreceivership proceedings (each such event, if any, herein sometimes referred to as a "Proceeding"), or (c) any upon an assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of otherwise: (i) all Senior Indebtedness shall (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, cash before the Holders of the Securities are entitled to receive 107 any payment on account payments or distributions of principal of, premium, if any, any kind or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Securities) subordinated to the payment of the Securities), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, property securities or securitiesother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of such Senior Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full in cash before any such case, proceeding, dissolution, liquidation payment or other winding up or eventdistribution is made to the Holders of the Securities. In the event that, that notwithstanding the foregoing subordination provisions of this Section 1702set forth herein, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, character is made on the Securities at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Indebtedness is paid in full in cash, the Trustee or payment thereof provided for, and if such fact shall, at or prior to the time holders of the Securities receiving such payment or distribution, have been made known will be required to the Trustee or, as the case may be, such Holder, then and in such event pay over such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of such Senior Indebtedness. For the purposes of this Article only, the words "cash, property any payment or securitiesdistribution of any kind or character" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.in
Appears in 1 contract
Samples: Indenture (Boise Cascade Trust Iii)
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, dissolution, winding up, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or its creditorsCorporation (each such event, if any, herein sometimes referred to as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness of the Corporation shall be entitled to receive payment in full of all amounts due or to become due on or in respect Allocable Amounts of all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worth, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Corporation before the Holders of the Series A Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Corporation (including any Series A Securities), subordinated to the payment of the Series A Securities, such payment or distribution being hereinafter referred to as a "Subordinated Payment"), on account of principal of, of (or premium, if any, ) or interest (including any Additional Interest) on the Series A Securities or on account of the purchase or other acquisition of Series A Securities by the Corporation and to that end the holders of Senior Indebtedness of the Corporation shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Subordinated Payment, which may be payable or deliverable in respect of the Series A Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 17023.2, the Trustee or the Holder of any Series A Security shall have received any payment or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, including any Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is of the Corporation are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Corporation, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Corporation for application to the payment of all Allocable Amounts of all Senior Indebtedness of the Corporation remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness of the Corporation in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessIndebtedness of the Corporation. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Corporation, as reorganized or readjusted, or securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at of the time be outstanding Corporation to substantially the same extent as, or to a greater extent than, as the Series A Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another Person or the liquidation or dissolution of the Company Corporation following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 2.17 hereof and the Subordinated Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Corporation is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article EightSection 2.17 hereof and the Subordinated Indenture.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Maker or to its creditors, as such, or to its assets, or (b2) any liquidation, dissolution or other winding up of the CompanyMaker, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c3) any assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the CompanyMaker (any of the foregoing, an "Insolvency Event"), then and in any such event event: the holders of Senior Indebtedness shall be entitled to receive payment in full in cash, or in any other form acceptable to the holders of Senior Indebtedness, of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders Holder of the Securities are this Note is entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character on account of this Note or any other Purchaser Obligations; and any payment or distribution of assets of the Maker of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holder of this Note would be entitled but for the provisions of this Section 5 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Securities Senior Indebtedness held or represented by each, to the extent necessary to make indefeasible payment in full in cash or in any other form acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such case, proceeding, dissolution, liquidation or other winding up or event. In Senior Indebtedness; and in the event that, notwithstanding the foregoing provisions of this Section 17025, the Trustee or the Holder of any Security this Note shall have received any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities, in respect of principal, premium, if any, and interest on this Note or any other Purchaser Obligations before all Senior Indebtedness is indefeasibly paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be held by the recipient thereof in trust for the holders of the Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or in any other form acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company Maker with, or the merger of the Company Maker with or into, another Person or the liquidation or dissolution of the Company Maker following the conveyance sale, assignment, conveyance, transfer, lease or transfer other disposal of all or substantially all of its the Maker's properties and or assets to another Person upon the terms and conditions set forth in Article Eight Section 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Maker for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight5.
Appears in 1 contract
Samples: Wellman Inc
Payment Over of Proceeds Upon Dissolution, Etc. In Following the event occurrence of (a) any insolvency liquidation, dissolution, reorganization or bankruptcy case or proceedingwinding-up of the Maker, or of any execution, sale, receivership, insolvency, bankruptcy, liquidation, reorganization readjustment, reorganization, or other similar case or proceeding in connection therewith, relative to the Company Maker or a substantial part of its creditorsproperty, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of all Senior Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior before any payment is made upon any Subordinated Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or characterkind, whether in cash, property or securities, which may be payable or deliverable securities (other than in respect of the Securities in any such case, proceeding, dissolution, liquidation securities or other winding up or event. In the event that, notwithstanding the foregoing provisions evidences of this Section 1702indebtedness, the Trustee or the Holder payment of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness which is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application subordinated to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially on the same extent asor substantially similar terms as set forth herein), which shall be made upon or in respect of the Subordinated Indebtedness shall be paid to the holders of such Senior Indebtedness, or to a greater extent than, any agents or trustees on their behalf (the Securities are so subordinated as provided "Senior Creditors") for application in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities payment thereof in accordance with Article Twelve the priorities then existing among the Senior Creditors unless and until such Senior Indebtedness shall have been paid or satisfied in full, and the Holder hereby irrevocably authorizes the Senior Creditors, as attorney-in-fact for such Xxxxxx, (a) to vote any claim or proof of claim in such proceedings in respect of the Subordinated Indebtedness, (b) to file or prove any claim in such proceedings in respect of the Subordinated Indebtedness, (c) to demand, sue for, collect and receive any such payment or distribution, (d) to apply such payment or distribution to the payment of the then unpaid Senior Indebtedness, in accordance with the priorities then existing among the Senior Creditors, and (e) to take such other action (including acceptance or rejection of any plan of reorganization) in the name of the Holder or of the relevant Senior Creditors as the Senior Creditors, or any of them, may deem necessary or advisable for the enforcement of the provisions hereof; provided, however that the Senior Creditors shall not be deemed authorized under this Section 3 to constitute a payment take any action that releases, reduces or distribution on account otherwise shall adversely affect the Holder's rights against the Maker arising hereunder or that asserts or acknowledges any right of the principal Maker or its estate to set off or recoupment against any amount due hereunder or any right to recover from Holder any payments previously made hereunder as preferences or otherwise. The Holder shall execute and deliver such other and further powers of attorney, assignments, proofs of claim or premium or interest on Securities or on account other instruments, and take such other actions, as may be requested by any Senior Creditors in order to enable such to accomplish any of the purchase or other acquisition foregoing, but only with respect to the Holder's capacity as a holder hereof and not in respect of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which relationship between the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness Holder and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightMaker.
Appears in 1 contract
Samples: High Road Acquisition Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worthpayment, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, of or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that, that notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or 51 securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article EightNine.
Appears in 1 contract
Samples: Zions Bancorporation /Ut/
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities Notes are entitled to receive 107 any payment on account of principal of, of or premium, if any, or interest on the Securities Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities 2004 Notes or the 2007 Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security 2004 Note or 2007 Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Bank United Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Company Corporation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyCorporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the CompanyCompany (each such event, if any, herein sometimes referred to as a "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be first entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents, before the Holders of the Securities are entitled to receive 107 or retain any payment on account of principal of, of (or premium, if any, ) or interest on the Securities or on account of the purchase or other acquisition of Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security (or any Person on its behalf) shall have received any payment or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Corporation for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, cash property or securities" shall not be deemed to include shares of stock of the Company Corporation as reorganized or readjusted, or securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment readjustment, in each case, which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another Person or the liquidation or dissolution of the Company Corporation following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Corporation for the purposes of this Section if the Person formed by such consolidation or into which the Company Corporation is merged or the Person which acquires by conveyance conveyance, transfer or transfer all or substantially all of lease such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Riggs Capital Ii
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of or premium, if any (including the Make-Whole Payment, if any), or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this Section 170212.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so 70 64 subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveXII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Human Genome Sciences Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of the Company or its creditors, as such, or any Guarantor to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of the Companydissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors or any other creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings, whether voluntary or not (except in connection with a consolidation or merger or liquidation or dissolution following the conveyance, transfer 104 or lease of the assets and liabilities properties of the Company substantially as an entirety upon the terms and conditions described under Section 8.01) (each such event, if any, is herein sometimes referred to as a "Proceeding"), of the Company or any Guarantor (the Company or such Guarantor being the "Affected Obligor"), then (i) if the Affected Obligor is the Company, then and in any such event the holders of Senior Indebtedness shall first be entitled to receive payment in full full, in cash or Cash Equivalents, of all amounts due or to become due on or in respect of all such Senior Indebtedness, Indebtedness (including interest accruing after the commencement of any such Proceeding at the rate specified therein whether or provision shall be made for not such payment interest is an allowed claim in money or money's worth, such proceeding) before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (premium, if any, or ) and interest on the Securities or on account of the purchase or redemption or other acquisition of Securities by the Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a Guarantor, the holders of Guarantor Senior Indebtedness of such Guarantor shall first be entitled to receive payment in full, in cash or Cash Equivalents, of all amounts due or to become due on or in respect of such Guarantor Senior Indebtedness (including interest accruing after the commencement of any such Proceeding at the rate specified therein whether or not such interest in an allowed claim in such proceeding) before the Holders of the Securities are entitled to receive any payment or distribution of any kind with respect to the Guarantee of such Guarantor (any payment on or purchase, redemption or acquisition of the Securities, referred to in clause (i), and any payment on a Guarantee, referred to in clause (ii), being, individually and collectively, a "Securities Payment"), and, to that end end, if the Affected Obligor is the Company, the holders of Senior Indebtedness and, if the Affected Obligor is a Guarantor, the holders of Guarantor Senior Indebtedness of such Guarantor (such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, being "Affected Obligor Senior Indebtedness" of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, securities which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 170214.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Indebtedness is paid in full or payment thereof provided forfull, and if such fact shall, at or prior to the time of such payment or distributionpayment, have been made known to the Trustee oror the Holder, as the case may be, such Holder, then and in such event such payment or distribution distribution, except for amounts subject to the claim granted to the Trustee in Section 6.06 hereof, shall be held in trust for the holders of Affected Obligor Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company Affected Obligor for application to the payment of all Affected Obligor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of the Affected Obligor Senior Indebtedness. For purposes of this Article XIV only, the words "any payment or distribution of any kind or character, cash, property or securities" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized equity or readjusted, or subordinated securities of the Company or any other corporation Affected 105 Obligor provided for by a plan of reorganization or readjustment which that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Indebtedness which may to at the time be outstanding to substantially least the same extent as, or to a greater extent than, as the Securities or Guarantees, as the case may be, are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightXIV.
Appears in 1 contract
Samples: Indenture (Baytex Energy LTD)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveXII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Indenture (Seacor Holdings Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money or money's worthcash, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 170216.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article Seventeen only, the words "“cash, property or securities" ” shall not be deemed to include shares of stock Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 16.02 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Boston Properties LTD Partnership
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or its creditors(each such event, if any, herein sometimes referred to as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of, of (or premium, if any, ) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if written notice of such fact shall, at or prior to the time of such payment or distribution, have been made known to received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding Debt to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Nevada Power Co
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization arrangement, reorganization, debt restructuring or other similar case or proceeding in connection therewithwith any insolvency or bankruptcy proceeding, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, or interest on the Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding Debt to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Nabors Industries Inc
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company Note Issuer or its creditorsproperty (each such event, if any, herein sometimes referred to as sucha "Proceeding"), or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness of the Note Issuer shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Note Issuer (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Senior Subordinated Payment"), on account of principal of, of (or premium, if any, ) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or on account of the purchase or other acquisition of Securities by the Note Issuer or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company Note Issuer of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, before all Senior Indebtedness of the Note Issuer and the Company is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Note Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Note Issuer as reorganized or readjusted, or securities of the Company Note Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company Note Issuer with, or the merger of the Company Note Issuer into, another Person or the liquidation or dissolution of the Company Note Issuer following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Note Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Note Issuer is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any ----------------------------------------------- distribution of assets of any Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a "Distributing Company"), then and in any such event the holders of Senior Indebtedness Collateral Agent shall be entitled to receive receive, for the benefit of the Agent, the Banks and the Noteholders as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Senior Loan Documents or the Note Purchase Agreements or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders holder of any Intercompany Indebtedness owed by the Securities are Distributing Company is entitled to receive 107 any payment on account of the principal of, premium, if any, of or interest on the Securities such Intercompany Indebtedness, and to that end end, the holders of Senior Indebtedness Collateral Agent shall be entitled to receive, for application to the payment thereofof the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event thatIf, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets of from the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee held in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment trust for the benefit of creditors the Agent, the Banks and the Noteholders as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or marshaling held as collateral (in the case of assets and liabilities noncash property or securities) for the payment or prepayment of the Company for Senior Debt in accordance with the purposes terms of the Credit Agreement and the Note Purchase Agreements. The provisions of this Section if shall not apply with respect to transactions permitted under Section 8.2(j)(i) or (ii) of the Person formed by such consolidation Credit Agreement or into which Section 10.6(a) of the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightNote Purchase Agreements.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Federated Investors Inc /Pa/)
Payment Over of Proceeds Upon Dissolution, Etc. If the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of (ai) any insolvency or bankruptcy case or proceedinginsolvency, or any bankruptcy, receivership, liquidation, reorganization reorganization, readjustment, composition or other similar case or proceeding in connection therewith, relative relating to the Company Company, its creditors or its creditorsproperty, as such, or to its assets, or (bii) any proceeding for the liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (ciii) any assignment by the Company for the benefit of creditors or (iv) any other marshaling of the assets and liabilities of the Company, then and in any Company (each such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premiumevent, if any, or interest on the Securities and herein sometimes referred to that end the holders of as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be entitled to receive, for application to the payment thereof, paid in full before any payment or distribution of any kind or characterdistribution, whether in cash, securities or other property, shall be made to any Holder on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or securitiesany other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any such case, proceeding, dissolution, liquidation or other winding up or eventinterest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event thatof any Proceeding, notwithstanding the foregoing provisions after payment in full of this Section 1702all sums owing with respect to Senior Indebtedness, the Trustee or Holders of the Holder Securities, together with the holders of any Security obligations of the Company ranking on a parity with the Securities, shall have received any payment or distribution of be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any kind payment or characterother distribution, whether in cash, property or securitiesotherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Indebtedness is shall have been paid in full or payment thereof provided forfull, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered forthwith to and transferred to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets holders of the Company Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, after giving effect to any concurrent payment distribution or distribution to or for the security, each holder of Senior IndebtednessIndebtedness is hereby irrevocably authorized to endorse or assign the same. For purposes The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Article onlyIndenture to an agent for the holders of Senior Indebtedness or consent to the filing of a financing statement with respect hereto) as may, in the words "cashopinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, property be necessary or securities" appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to include shares of stock of the Company as reorganized or readjustedprevent such obligations from constituting, or securities of the Company or any other corporation provided for by respectively, obligations ranking on a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, parity with the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of or ranking junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: BNB Capital Trust
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities Series 6-1/2% Notes are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Series 6-1/2% Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Series 6-1/2% Notes in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this Section 17025.02, the Trustee or the Holder of any Security Series 6-1/2% Note shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article V only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities Series 6-1/2% Notes are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. V. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII of the Indenture shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 5.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII of the Indenture.
Appears in 1 contract
Samples: Checkfree Holdings Corp \Ga\
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidationLiquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders Holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior IndebtednessDebt, or provision shall be made for such payment in money or money's worthpayment, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders Holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securitiesSecurities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesSecurities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holder Holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, property or securitiesSecurities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities Securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of marshalling Of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight8.
Appears in 1 contract
Samples: Sierra Health Services Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's ’s worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Table of Contents Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "“cash, property or securities" ” shall not be deemed to include shares of common stock of the Company as reorganized or readjustedreadjusted or any other Person, or other securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Hancock Holding Co
Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company Note Issuer or its creditorsproperty (each such event, if any, herein sometimes referred to as sucha "Proceeding"), or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness of the Note Issuer shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Note Issuer (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Senior Subordinated Payment"), on account of principal of, of (or premium, if any, ) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or on account of the purchase or other acquisition of Securities by the Note Issuer or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company Note Issuer of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, before all Senior Indebtedness of the Note Issuer and the Company is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Note Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Note Issuer as reorganized or readjusted, or securities of the Company Note Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of 106 EXECUTION 116 the Company Note Issuer with, or the merger of the Company Note Issuer into, another Person or the liquidation or dissolution of the Company Note Issuer following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Note Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Note Issuer is merged or the Person which acquires by conveyance or transfer all or substantially all of sale such properties and assetsassets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Company, a Subsidiary Guarantor or its to their respective creditors, as such, or to its their respective assets, or (b) any liquidation, dissolution or other winding up of the CompanyCompany or any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the CompanyCompany or any Subsidiary Guarantor, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's ’s worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or any Subsidiary Guarantor for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company or a Subsidiary Guarantor as reorganized or readjusted, or securities of the Company or a Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company or a Subsidiary Guarantor with, or the merger of the Company or a Subsidiary Guarantor into, another Person or the liquidation or dissolution of the Company or a Subsidiary Guarantor following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company or a Subsidiary Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company or a Subsidiary Guarantor is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Indenture (Neutron Marine Corp.)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of any payment by, or distribution of the assets of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any), or interest on or any other amount payable under the Securities Securities, and to that end end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofof such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 170213.02, the Trustee or the Holder of any Security Securities shall have received any ----- payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets aggregate amounts remaining unpaid on account of the Company Senior Indebtedness held by them, for application to the payment of all Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holder holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Samples: Indenture (Interliant Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In ----------------------------------------------- the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized reorgan ized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveXII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Xerox Corp
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, of or any premium or interest on the Securities Securities, and to that end the holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 1702Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveArticle. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.and
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in with respect of to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premiumPrincipal or repurchase price, if any, of or interest on the Securities Debentures, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in with respect of to the Securities Debentures in any such case, proceeding, dissolutionliquidation, liquidation dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 170211.2, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight5.
Appears in 1 contract
Samples: Lomak Petroleum Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to No payment by the Company or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (premium, if any, ) or interest on the Securities of any series (or any Coupons appertaining thereto) shall be made if any default or event of default with respect to any Superior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and to that end be continuing and the Company and the Trustee shall have received written notice thereof from the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution at least 10% in principal amount of any kind or character, whether in cash, property category of any Superior 1ndebtedness (or securities, which may be payable the representative or deliverable in respect trustee of such holders) or the Securities in any such case, proceeding, dissolution, liquidation or other winding up or eventTrustee shall have received written notice thereof from the Company. In the event thatthat any Securities or any series (or any Coupons appertaining thereto) are declared due and payable before the date specified therein as the fixed date on which the principal thereof is due and payable pursuant to Article Five, notwithstanding the foregoing provisions of this Section 1702, the Trustee or the Holder of any Security shall have received upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior principal of (and premium, if any) and interest due or to become due upon all Superior Indebtedness is shall first be paid in full before any Holders of Securities, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of -127- 138 reorganization or readjustment, the payment thereof provided for, and if such fact shallof which is subordinated, at or prior least to the time same extent as the Securities of such payment any series (or distributionany Coupons appertaining thereto), have been made known to the Trustee orpayment of all Superior Indebtedness which may at the time be outstanding, as provided that the case may be, rights of the holders of the Superior Indebtedness are not altered by such Holder, then reorganization or readjustment) so paid or distributed in respect of the Securities of any series (or any Coupons appertaining thereto) (for principal or interest); and in upon such event such payment dissolution or distribution shall be paid over winding up or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent liquidation or other Person making reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for application by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Securities of any series (or any Coupons appertaining thereto), to the payment of all Senior Superior Indebtedness remaining unpaidwhich may at the time be outstanding, provided that the rights of the holders of the Superior Indebtedness are not altered by such reorganization or readjustment), to which any Holder of Securities or the Trustee would be entitled, except for the provisions of this Section, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any Holder of Securities or the Trustee if received by them or it, directly to the holders of Superior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Superior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Superior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Superior Indebtedness, before any payment or distribution is made to the Holders of Securities or to the Trustee. No holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" Superior Indebtedness shall not be deemed prejudiced in his right to include shares of stock enforce subordination of the Company as reorganized Securities of any series (or readjustedany Coupons appertaining Without notice to or the consent of any Holder of Securities or the Trustee the holders of Superior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or securities change or extend the time of payment of or renew or alter the Superior Indebtedness, or amend or supplement in any manner any instrument evidencing the Superior Indebtedness, any agreement pursuant to which the Superior Indebtedness was issued or incurred or any instrument securing or relating to the Superior Indebtedness; release any person liable in any manner for the payment or collection of the Superior Indebtedness; exercise or refrain from exercising any rights in respect of the Superior Indebtedness against the Company or any other corporation provided person; apply any moneys or other property paid by any person or released in any manner to the Superior Indebtedness; or accept or release any security for by a plan the Superior Indebtedness. Subject to the payment in full of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent thanSuperior Indebtedness, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion Holders of Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which, by its express terms, ranks on a parity with the Securities of any series (or any Coupons appertaining thereto) and is entitled to like rights of subrogation) to the rights of the holders of Superior Indebtedness to receive payments or distribution assets of the Company applicable to the Superior Indebtedness until the Securities of any series (or any Coupons appertaining thereto) shall be paid in accordance with Article Twelve shall not full. For purposes of such subrogation, no payments or distributions on the Superior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Superior Indebtedness, and the holders of the Securities of any series (or any Coupons appertaining thereto), be deemed to constitute be a payment or distribution on account of by the principal of or premium or interest on Securities Company to or on account of the purchase Superior Indebtedness, and no payments or distributions to the -129- 140 Trustee or the Holders of the Securities of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other acquisition than the holders of securitiesSuperior Indebtedness, and the Holders of the Securities, be deemed to be a payment to or on account of the Securities of any series (or any Coupons appertaining thereto). For the purposes The provisions of this SectionArticle are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the term "junior securities" means Common Stock one hand, and any the holders of Superior Indebtedness, on the other cashhand, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing and nothing contained in this Article or elsewhere in this Indenture or in the Securities of any series (or any Coupons appertaining thereto) is intended to or shall impair, as among impair the obligation of the Company, its creditors other than holders which is unconditional and absolute, to pay the principal of Senior Indebtedness and interest on the Securities of any series (or any Coupons appertaining thereto) and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the SecuritiesSecurities and creditors of the Company other than the holders of Superior Indebtedness, nor shall anything herein or therein prevent the right, which is absolute and unconditional, of Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to convert such Security the rights, if any, under this Article, of the holders of Superior Indebtedness in accordance with Article Twelve. The consolidation respect of cash, property or securities of the Company withotherwise payable or delivered to the Trustee or any Holder of Securities upon the exercise of any such remedy. Upon any payment or distribution pursuant to this Section, the Trustee and any Holder of Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 701, and any Holder of Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any Holder of Securities, for the purpose of ascertaining the persons entitled to participate in such -130- 141 payment or distribution, the holders of the Superior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed therein and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Superior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Superior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other Facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or the merger in any of the Company intoSecurities of any series (or any Coupons appertaining thereto), another Person shall prevent (a) the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the liquidation payment of or dissolution on account of the Company following principal of or interest on Securities of any series (or any Coupons appertaining thereto) if, at the conveyance or transfer time of all or substantially all such deposit (provided that the time of its properties and assets such deposit was not more than 10 days prior to another Person upon the terms and conditions set forth in Article Eight shall time of such payment), such payment would not be deemed a dissolution, winding up, liquidation, reorganization, assignment for have been prohibited by the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes foregoing provisions of this Section if the Person formed or (b) any payment by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all the Trustee to any Holder of Securities of moneys in connection with a redemption of Securities of any series if (i) notice of such properties redemption has been given to the Holders of the Securities to be redeemed pursuant to Article Eleven prior to the receipt by the Trustee of the written notice referred to in Section 1404 and assets, as (ii) such notice of redemption is given not earlier than 60 days before the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eightdate fixed for redemption.
Appears in 1 contract
Samples: Ubs Americas Inc
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, of (or premium, if any, ) or interest on the Securities Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this Section 170212.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article TwelveXII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assetsassets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Samples: Indenture (Affymetrix Inc)
Payment Over of Proceeds Upon Dissolution, Etc. of the Issuer. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Issuer or to its creditors, as such, or to its assetsproperty, or (b) and in the event of any voluntary liquidation, dissolution or other winding up of the CompanyIssuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Indebtedness before the Holders of the Securities are entitled to receive 107 any payment on account of principal of, premium, if any, of or interest on the Securities Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Securities Securities, except securities of the Issuer which are subordinate and subject in any such case, proceeding, dissolution, liquidation or other winding up or eventright of payment to the prior payment in full of all Senior Indebtedness then outstanding. In the event that, notwithstanding the foregoing provisions of this Section 1702foregoing, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than as aforesaid), before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of the Company Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of holders Senior Indebtedness. For purposes In the event that any Securities are declared due and payable before their final maturity because of this Article only, the words "cash, property or securities" occurrence of an Event of Default (under circumstances when the provisions of the foregoing paragraph shall not be deemed to include shares of stock applicable), the holders of the Company as reorganized Senior Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or readjusted, to become due or securities in respect of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at before the time be outstanding to substantially the same extent as, or to a greater extent than, Holders of the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed entitled to constitute a receive any payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshaling of assets and liabilities of the Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06.
Appears in 1 contract
Samples: Indenture (Murphy Oil Corp /De)
