Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder. (b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions of this Article IV 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes.
Appears in 2 contracts
Sources: Indenture (Electroglas Inc), Indenture (Electroglas Inc)
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holderholder. If the Trustee or the holder of a Note does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in this paragraph (a) of Section 4.3 at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their Representatives are hereby authorized to file an appropriate claim for and on behalf of the holders of the Notes.
(b) The Trustee and the holders of the Notes shall retain the right to vote and otherwise act with respect to the claims under their Notes (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that the Trustee or any holder of the Notes shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity of any Senior Facility or any collateral therefor or guaranties thereof, (ii) contest the relative rights and duties of any of the lenders under or the Representatives of the Senior Facility established in any instruments or agreement creating or evidencing the Senior Facility with respect to any of such collateral or guaranties, or (iii) contest the Trustee's and the holders' obligations and agreements set forth in this Section 4.3.
(c) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full before any Holders holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders holders of the Notes would be entitled except for the provisions of this Article IV 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives Representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Rockford Corp), Indenture (Rockford Corp)
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of ------------------------------ assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and interest interest, together with all other payment obligations under, due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any Holders of the Notes Univision shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, this Note; and upon any such Proceedingdissolution or winding-up or liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes Univision would be entitled except for the provisions of this Article IV Section 1 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who Univision if it shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to --- ---- each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to Univision. In the event of any such dissolution, winding-up, liquidation or reorganization of the Company, Univision shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof and accrued interest hereon before any distribution of assets shall be made among the holders of any class of Membership Units of the NotesCompany in their capacities as holders of such Membership Units. For purposes of this paragraph (b), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units of the Company as reorganized or readjusted, or Membership Units of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 1 with respect to this Note to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 2 contracts
Sources: Subordinated Note Purchase and Option Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)
Payment Upon Dissolution, Etc. (ai) In the event of (x) any bankruptcyinsolvency or bankruptcy proceedings, insolvency, reorganization, or any receivership, compositionliquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (y) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization marshalling of the Company material assets or material liabilities of the Company, then, and in any such event (being hereinafter referred to as collectively, a "ProceedingLIQUIDATION EVENT"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to A) the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount holders of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness Debt shall first be paid in full before any Holders of the Notes shall be entitled to receive orPayment in Full of all principal, premium, if receivedany, interest and other amounts due or to retain become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment or distribution on account of the Notesprincipal, premium, if any, interest or any other amounts is made on this Debenture, and upon (B) in any such Proceedingproceedings, any payment that may be payable or distribution of assets of the Company of any kind or character, whether deliverable in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions respect of this Article IV Debenture 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) Debt or their representatives representatives, unless and until the principal of, premium, if any, interest and other amounts due or to the extent necessary to pay become due on all such Senior Indebtedness Debt shall have been Paid in full Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representatives.
(ii) In the event that any such payment shall be received by the Holder in violation of the subordination provisions hereof before all Senior Debt is Paid in Full, such payment or distribution shall be received and held in trust for and shall be paid over to the holders of all Senior Debt remaining unpaid, or their representatives, until such Senior Debt shall have been Paid in Full, after giving effect to any concurrent payment or distribution or provision thereof to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the NotesDebt.
Appears in 2 contracts
Sources: Debenture Agreement (Genzyme Corp), Debenture Agreement (Genzyme Corp)
Payment Upon Dissolution, Etc. (a) In the event of Upon any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all principal such payments and interest due distributions being referred to collectively as "Distributions"), upon any dissolution, winding up, liquidation (partial or complete) or reorganization of the Company (whether voluntary or involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that:
(a) all Senior Indebtedness Debt shall first be paid in full full, or provision made for such payment, in accordance with the terms of such Senior Debt and the documents evidencing such Senior Debt (hereinafter, "Senior Debt Documents") before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company any Distribution is made on account of any kind Subordinated Payments and before the Holder shall be entitled to retain any amounts so paid or character, whether distributed in cash, property respect thereof;
(b) any payments or securities, distribution of any Distribution to which any Holders of the Notes Holder would be entitled except for the provisions of this Article IV Section, shall be paid or delivered by the Company or by any debtor, custodian, receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) Debt or their representative or representatives or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid in accordance with the terms of such Senior Indebtedness in full Debt and the Senior Debt Documents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the Holder of this Note; and
(c) in the event that, notwithstanding the foregoing, any payment or distribution of any Distribution shall be received by the Holder of this Note before all Senior, Debt is paid in full, or provision made for the payment thereof; in accordance with the terms of such Senior Debt and the Senior Debt Documents, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their representative or representatives, or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. The Company shall give prompt written notice to the holders of the Convertible Notes of any dissolution, winding up, total liquidation or reorganization of the Company within the meaning of this Section 3.2. Upon any payment or distribution of assets of the Company referred to in this Section 3.2, the holders of the Convertible Notes shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution, delivered to the holders of the Notes, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.2.
Appears in 1 contract
Sources: Convertible Note (Organogenesis Inc)
Payment Upon Dissolution, Etc. (ai) In the event of (x) any bankruptcyinsolvency or bankruptcy proceedings, insolvency, reorganization, or any receivership, compositionliquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its assets or (y) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization marshaling of the Company (being hereinafter referred to as a "Proceeding")material assets or material liabilities of the Company, each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtednessthen, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceedingsuch event, whether or not such testimony could have been compelled by process(A) necessary to prove the full amount holders of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness Debt shall first be paid in full before any Holders of the Notes shall be entitled to receive orPayment in Full of all principal, premium, if receivedany, interest and other amounts due or to retain become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment or distribution on account of the Notesprincipal, premium, if any, interest or any other amounts is made on this Note, and upon (B) in any such Proceedingproceedings, any payment that may be payable or distribution of assets of the Company of any kind or character, whether deliverable in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions respect of this Article IV Note 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) Debt or their representatives representatives, unless and until the principal of, premium, if any, interest and other amounts due or to the extent necessary to pay become due on all such Senior Indebtedness Debt shall have been Paid in full Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the Note, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representatives.
(ii) In the event that any such payment shall be received by the Holder in violation of the subordination provisions hereof before all Senior Debt is Paid in Full, such payment or distribution shall be received and held in trust for and shall be paid over to the holders of all Senior Debt remaining unpaid, or their representatives, until such Senior Debt shall have been Paid in Full, after giving effect to any concurrent payment or distribution or provision thereof to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the NotesDebt.
Appears in 1 contract
Sources: Credit Agreement (Genzyme Corp)
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each all claims of the holder of this Note with respect to this Note in such Proceeding shall be deemed assigned, pro rata, to the then holders of the Senior Indebtedness on the basis of the respective amounts of such Senior Indebtedness held by such holder, and the holder of this Note hereby agrees to execute all documents that such holders request in order to evidence such assignment, provided, however, that such assignment shall terminate upon receipt by such holders of payment in full of all of the Senior Indebtedness. While such assignment is in effect, the then holders of the Senior Indebtedness shall have the exclusive right to exercise all rights of the holder of this Note arising from their claims with respect to this Note in the Proceeding, including but not limited to the right to vote for a trustee and to accept or reject a proposed plan of reorganization or composition, and the holder of this Note hereby agrees to execute all documents reasonably requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holder of this Note. While such assignment is in effect, by his or her acceptance thereof, the holder of this Note also agrees that such holder it shall, upon request of a holder of Senior Indebtedness, and at such holder's its own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their its claims in any Proceeding, and the Noteholders holder of this Note shall not expressly, by implication or by inaction waive any claim in any Proceeding with respect to this Note without the written consent of such Holderholder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions of this Article IV 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes.
Appears in 1 contract
Sources: Credit Agreement (Iomega Corp)
Payment Upon Dissolution, Etc. (a) In 6.1 Until the event Termination Date, upon any payment or distribution of all or substantially all assets or securities of any bankruptcyof the Borrowers of any kind or character (other than dividend payments), insolvencywhether in cash, reorganizationproperty or securities, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or whether upon any dissolution or winding up or total or partial liquidation or reorganization of any of the Company Borrowers, or otherwise, whether pursuant to the voluntary or involuntary bankruptcy, insolvency, receivership or other proceedings, (being hereinafter referred to as each such event a "ProceedingBankruptcy Event"), each holder of a Note, by his ) all amounts due or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest become due upon any all Senior Indebtedness Obligations shall first be paid in full full, before any Holders of the Notes Creditor shall be entitled to receive or, if received, to retain any payment or distribution on account of Obligations of Borrowers to Creditor. Until the NotesTermination Date, and before any payment may be made by or on behalf of the Borrowers on Obligations of Borrowers to Creditor upon any such Proceedingdissolution, winding up, liquidation or reorganization or otherwise, any payment or distribution of assets or securities of any of the Company Borrowers of any kind or character, whether in cash, property or securities, to which any Holders of the Notes Creditor would be entitled except entitled, but for the provisions of this Article IV Section 6.1, shall be paid made by the Company Borrowers or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person similar person making such payment or distribution, or by Creditor if received by Creditor, directly to Lender under the Senior Loan Documents.
6.2 Until the Termination Date, to the extent any holders payment in respect of the Notes who Senior Obligations (whether by or on behalf of Borrowers, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar persons under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Obligations or, part thereof originally intended to be satisfied shall have received be deemed to be reinstated and outstanding as if such payment had not occurred. Until the Termination Date, to the extent the obligation to repay Senior Obligations is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Obligations for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.
6.3 Until the Termination Date, in the event that, notwithstanding any other provision of this Agreement prohibiting payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to of assets or securities of any holders of the NotesBorrowers of any kind or character, whether in cash, property or securities, shall be received by any Creditor at a time when such payment or distribution is prohibited by this Agreement and before all obligations in respect of the Senior Obligations are paid in full, such payment or distribution shall be received and held in express trust for the benefit of, and shall, promptly after such Creditor's receipt thereof, be paid over or delivered to, Lender for application to the payment of Senior Obligations remaining unpaid until all such Senior Obligations have been paid in full.
Appears in 1 contract
Sources: Marketing Agreement (U S Vision Inc)
Payment Upon Dissolution, Etc. (a) In the event of Upon any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets or securities of the Company of any kind or character, whether in cash, property or securities, 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 and interest amounts due or to become due upon any all Senior Indebtedness Obligations shall first be paid in full full, in cash or Cash Equivalents, before any Holders of the Notes Holder shall be entitled to receive or, if received, to retain any payment or distribution by the Company on account of this Note or any payment by the NotesCompany to acquire this Note for cash, and property or securities, or any distribution with respect to this Note of any cash, property or securities; provided, that in such event Holder shall be entitled to receive payments hereunder prior to any payment, distribution of assets or securities of the Company of any kind or character to the general or limited partners of the Company on account of their respective Partnership interests in the Company. Before any payment may be made by, or an behalf of, the Company on this Note upon any such Proceedingdissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes Holder would be entitled except entitled, but for the provisions of this Article IV Section 9, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by any holders of the Notes who shall have Holder if received such payment or distributionby the Holder, directly to the holders of Bank under the Credit Agreement, with the balance to be paid to any other Senior Indebtedness Creditors (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness Obligations held by such holderSenior Creditors) or their representatives representatives, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness Obligations in full full, in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders Senior Creditors.
(b) To the extent any payment in respect of the Senior Obligations (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver trustee in bankruptcy, liquidating trustee, agent or other similar Persons under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior IndebtednessObligations or, before part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Obligation is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Obligations for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets of securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Holder at a time when such payment or distribution is made prohibited by Section 8.3(a) or 8.3(b) of this Note and before all obligations in respect of the Senior Obligations are paid in full, in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the Bank and any other Senior Creditors (pro rata on the basis of the respective amounts of Senior Obligations held by such Senior Creditors) or their representatives, as their respective interests appear, for application to the payment of Senior Obligations remaining unpaid until all such Senior Obligations have been paid in full, in cash or Cash Equivalents, after giving effect to any holders concurrent payment, distribution or provision therefor to or for the Senior Creditors.
(d) For purposes of this Section 8.3 the words "cash, property or securities" shall not be deemed to include (so long as the effect of this clause is not to cause this Note to be treated it any case or proceeding or similar event described in this Section 8.3 as part of the Notessame class of claims as the Senior Obligations or any class of claims pari passu with, or senior to, the Senior Obligations for any payment or distribution) securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent this Note is subordinated, to the payment of all Senior Obligations then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment such corporation assumes the Senior Obligations and (ii) the rights of the Senior Creditors are not, without their consent, altered by such reorganization or readjustment.
Appears in 1 contract
Payment Upon Dissolution, Etc. (a) In the event of Upon any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of ----------------------------- assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all principal such payments and interest due distributions being referred to collectively as "Distributions"), upon any dissolution, winding up, liquidation (partial or complete) or reorganization of the Company (whether voluntary or involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that:
(a) all Senior Indebtedness Debt shall first be paid in full full, or provision made for such payment, in accordance with the terms of such Senior Debt and the documents evidencing such Senior Debt (hereinafter, "Senior Debt Documents") before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company any Distribution is made on account of any kind Subordinated Payments and before the Holder shall be entitled to retain any amounts so paid or character, whether distributed in cash, property respect thereof;
(b) any payments or securities, distribution of any Distribution to which any Holders of the Notes Holder would be entitled except for the provisions of this Article IV Section, shall be paid or delivered by the Company or by any debtor, custodian, receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) Debt or their representative or representatives or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid in accordance with the terms of such Senior Indebtedness in full Debt and the Senior Debt Documents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the Holder of this Note; and
(c) in the event that, notwithstanding the foregoing, any payment or distribution of any Distribution shall be received by the Holder of this Note before all Senior Debt is paid in full, or provision made for the payment thereof, in accordance with the terms of such Senior Debt and the Senior Debt Documents, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their representative or representatives, or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. The Company shall give prompt written notice to the holders of the Convertible Notes of any dissolution, winding up, total liquidation or reorganization of the Company within the meaning of this Section 3.2. Upon any payment or distribution of assets of the Company referred to in this Section 3.2, the holders of the Convertible Notes shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution, delivered to the holders of the Notes, for the purpose of ascertaining the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.2.
Appears in 1 contract
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and interest due upon any Senior Indebtedness and other sums due under the instrument under which the same is outstanding shall first be paid in full, or payment thereof in full duly provided for, before any Holders holders of the Notes Debentures shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, Debentures; and upon any such Proceedingdissolution or winding-up or liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders holders of the Notes Debentures would be entitled except for the provisions of this Article IV 1 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes Debentures who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the NotesDebentures. In the event of any such dissolution, winding-up, liquidation or reorganization of the Company, the holders of the Debentures shall be entitled to be paid 100% of the principal amount thereof and accrued interest thereon before any distribution of assets shall be made among the holders of any class of shares of the capital stock of the Company in their capacities as holders of such shares. For purposes of this Section 1.3, the words "assets" and the phrase "cash, property or securities" shall not be deemed to include shares of Common Stock (as defined below) of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 1 with respect to the Debentures to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 1 contract
Sources: Variable Rate Convertible Subordinated Debenture (Boston Restaurant Associates Inc)
Payment Upon Dissolution, Etc. (a) In the event of Upon any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of ------------------------------ assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all principal such payments and interest due distributions being referred to collectively as "DISTRIBUTIONS"), ------------- upon any dissolution, winding up, liquidation (partial or complete) or reorganization of the Company (whether voluntary or involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that:
(a) all Senior Indebtedness Debt shall first be paid in full full, or provision made for such payment, in accordance with the terms of such Senior Debt and the documents evidencing such Senior Debt (hereinafter, "SENIOR DEBT ----------- DOCUMENTS") before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company any Distribution is made --------- on account of any kind Subordinated Payments and before the Holder shall be entitled to retain any amounts so paid or character, whether distributed in cash, property respect thereof;
(b) any payments or securities, distribution of any Distribution to which any Holders of the Notes Holder would be entitled except for the provisions of this Article IV Section, shall be paid or delivered by the Company or by any debtor, custodian, receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) Debt or their representative or representatives or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid in accordance with the terms of such Senior Indebtedness in full Debt and the Senior Debt Documents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the Holder of this Note; and
(c) in the event that, notwithstanding the foregoing, any payment or distribution of any Distribution shall be received by the Holder of this Note before all Senior Debt is paid in full, or provision made for the payment thereof, in accordance with the terms of such Senior Debt and the Senior Debt Documents, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their representative or representatives, or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. The Company shall give prompt written notice to the holders of the Convertible Notes of any dissolution, winding up, total liquidation or reorganization of the Company within the meaning of this Section 3.2. Upon any payment or distribution of assets of the Company referred to in this Section 3.2, the holders of the Convertible Notes shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution, delivered to the holders of the Notes, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.2.
Appears in 1 contract
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of ------------------------------ assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and interest interest, together with all other payment obligations under, due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any Holders of the Notes Univision shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, this Note; and upon any such Proceedingdissolution or winding-up or liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes Univision would be entitled except for the provisions of this Article IV Section 1 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who Univision if it shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to --- ---- each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to Univision. In the event of any such dissolution, winding-up, liquidation or reorganization of the Company, Univision shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof and accrued interest hereon before any distribution of assets shall be made among the holders of any class of Membership Units of the NotesCompany in their capacities as holders of such Membership Units. For purposes of this paragraph (b), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units of the Company as reorganized or readjusted, or Membership Units of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 1 with respect to this Note to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is -------- assumed by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 1 contract
Sources: Subordinated Note (Entravision Communications Corp)
Payment Upon Dissolution, Etc. (a) In Without in any way limiting the event provisions of Section 2.02, upon the occurrence of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization Bankruptcy Event in respect of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.Borrower:
(bi) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal Subordinated Lender and interest due upon any Borrower agree that:
(A) the Senior Indebtedness shall first be paid in full before any Holders of the Notes Lender shall be entitled to receive or, if received, payment in full of all amounts due or to retain become due on or in respect of all of the Senior Obligations before the Subordinated Lender shall be entitled to receive any payment or distribution on account of the NotesSubordinated Obligations (whether in respect of principal, and upon any such Proceedinginterest, premium, fees, indemnities, commissions, or otherwise); and
(B) any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities, to which any Holders of the Notes Subordinated Lender would be entitled except for the provisions of this Article IV entitled, shall be paid or delivered by the Company Borrower, or by any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders Senior Lender for application against the Senior Obligations (in accordance with the terms of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives Loan Documents), to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such all Senior IndebtednessObligations, before any payment or distribution is shall be made to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any holders other Persons having authority over the property of the NotesBorrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and
(ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to:
(A) demand, s▇▇ for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; and
(B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request; provided that, in each case, the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action.
(b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of the Subordinated Lender in respect of the Subordinated Debt, the Subordinated Lender shall forthwith deliver the same to the Senior Lender for application against the Senior Obligations, in the exact form received, duly endorsed to the Senior Lender, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.
Appears in 1 contract
Payment Upon Dissolution, Etc. (ai) In the event of any bankruptcy, insolvency, reorganization, receivership, compositioncomposition of all or substantially all creditors of the Company, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation of substantially all of the Company's assets or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder all claims of a Notethe holders of the right to Payments in such Proceeding shall be deemed assigned, pro rata, to the then holders of the Senior Indebtedness on the basis of the respective amounts of such Senior Indebtedness held by his or her acceptance thereofsuch holder, agrees and the holders of the rights to Payments hereby agree to execute all documents that such holder holders request in order to evidence such assignment; provided, however, that such assignment shall terminate upon receipt by such holders of payment in full of all of the Senior Indebtedness. While such assignment is in effect, the then holders of the Senior Indebtedness shall have the exclusive right to exercise all rights of the holders of the right to Payments arising from their claims in the Proceeding, including but not limited to the right to vote for a trustee and to accept or reject a proposed plan of reorganization or composition, and the holders of the right to Payments hereby agree to execute all documents requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holders of the right to Payments. While such assignment is in effect, the holders of the right to Payments also agree that they shall, upon request of a holder of Senior Indebtednessrequest, and at such holder's their own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any GWC /s/ GWC WFM /s/ WFM JLM /s/ JLM Proceeding, and the Noteholders holders of the right to Payments shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such Holderholder.
(bii) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full in cash, or payment thereof in full duly provided for, before any Holders holders of the Notes right to Payments shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, right to Payments; and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders holders of the Notes right to Payments would be entitled except for the provisions of this Article IV Exhibit shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes right to Payments who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notesright to Payments. In the event of any Proceeding, the holders of right to Payments shall be entitled to be paid one hundred percent (100%) of the principal amount thereof and accrued interest thereon before any distribution of assets shall be made among the holders of any class of shares of the capital stock of the Company in their capacities as holders of such shares.
Appears in 1 contract
Payment Upon Dissolution, Etc. (a) In the event of (a) any bankruptcyinsolvency or bankruptcy case or proceeding in connection therewith, insolvencyrelative to the Partnership or to its creditors as such, reorganizationor to its assets, or (b) any liquidation, receivership, compositiondissolution or other winding up of the Partnership, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the benefit of creditors or any other similar proceeding initiated by or against marshaling of assets and liabilities of the Company Partnership, then and in any such event the Bank Senior Lenders, the Capital Markets Senior Lenders, the Oil Payment Insurers, the Oil Payment Insurers Administrative Agent, the Collateral Trustee, the Bank Senior Lenders Administrative Agent, the Capital Markets Trustee or any dissolution other Applicable Agent shall be entitled to receive payment in full of all amounts due or winding up to become due on or total in respect of all Senior Debt Obligations or partial liquidation Oil Payment Reimbursement Obligations or reorganization both, as the case may be, under the Financing Documents before any of the Company Subordinated Lenders shall be entitled to receive any payment on account of the Subordinated Debt (being hereinafter referred whether in respect of principal, interest premium, fees, indemnities, commissions or otherwise) and to as a "Proceeding")that end, each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securitiessecurities which may be payable or deliverable in respect of the Subordinated Debt in any such case, all principal and interest due upon any Senior Indebtedness proceeding, dissolution, liquidation or other winding up or event shall first instead be paid in full before any Holders of or delivered to the Notes shall be entitled Secured Parties for application to receive or, if received, to retain any payment or distribution on account of the Notes, Senior Debt Obligations and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or characterOil Payment Reimbursement Obligations, whether or not due, until Senior Debt Obligations and Oil Payment Reimbursement Obligations shall have first been fully paid and satisfied in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions of this Article IV 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes.
Appears in 1 contract
Sources: Common Security Agreement (Neches River Holding Corp)
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(bi) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any Holders holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, ; and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders holders of the Notes would be entitled except for the provisions of this Article IV Section 10 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders holder of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes. In the event of any Proceeding, the holders of the Notes shall be entitled to be paid one hundred percent (100%) of the principal amount thereof and accrued interest thereon after payment of the Senior Indebtedness, on a pari passu basis with the other creditors of the Company before any distribution of assets shall be made among the holders of any class of shares of the capital stock of the Company in their capacities as holders of such shares or to any creditors of the Company subordinated to the holders of the Notes.
(ii) For purposes of this Section 10(c), the words "assets" and "cash, property or securities" shall not be deemed to include Shares of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 10 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding, if (x) the Senior Indebtedness is assumed by the new person, if any, resulting from any such reorganization or readjustment, and (y) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 1 contract
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each all claims of the holder of a Notethe Note in such Proceeding shall be deemed assigned, pro rata, to the then holders of the Senior Indebtedness on the basis of the respective amounts of such Senior Indebtedness held by his or her acceptance thereofsuch holder, and the holder of the Note hereby agrees to execute all documents that such holders request in order to evidence such assignment, PROVIDED, HOWEVER, that such assignment shall terminate upon receipt by such holders of payment in full of all of the Senior Indebtedness. While such assignment is in effect, the then holders of the Senior Indebtedness shall have the exclusive right to exercise all rights of the holder of the Note arising from their claims in the Proceeding, including but not limited to the right to vote for a trustee and to accept or reject a proposed plan of reorganization or composition, and the holder of the Note hereby agrees to execute all documents requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holder of the Note. While such assignment is in effect, the holder of the Note also agree that it shall, upon request of a holder of Senior Indebtednessrequest, and at such holder's their own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their its claims in any Proceeding, and the Noteholders holder of the Note shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such Holderholder.
(b) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any Holders the holder of the Notes Note shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, Note; and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders the holder of the Notes Note would be entitled except for the provisions of this Article IV Section 11 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders the holder of the Notes Note who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holder of the Note. In the event of any Proceeding, the holder of Note shall be entitled to be paid one hundred percent (100%) of the principal amount thereof and accrued interest thereon before any distribution of assets shall be made among the holders of any class of shares of the Notescapital stock of the Company in their capacities as holders of such shares.
(c) For purposes of this Section 1(c), the words "assets" and "cash, property or securities" shall not be deemed to include shares of Common Stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 11 with respect to the Note to the payment of all Senior Indebtedness which may at the time be outstanding, if (x) the Senior Indebtedness is assumed by the new person, if any, resulting from any such reorganization or readjustment, and (y) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 1 contract
Sources: Note Purchase Agreement (North American Scientific Inc)
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder. If the Trustee or the holder of a Note does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in this paragraph (a) of Section 4.3 at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their Representatives are hereby authorized to file an appropriate claim for and on behalf of the holders of the Notes.
(b) The Trustee and the holders of the Notes shall retain the right to vote and otherwise act with respect to the claims under their Notes (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that the Trustee or any holder of the Notes shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity of any Senior Credit Facility or any collateral therefor or guaranties thereof, (ii) contest the relative rights and duties of any of the lenders under or the Representatives of the Senior Credit Facility established in any instruments or agreement creating or evidencing the Senior Credit Facility with respect to any of such collateral or guaranties, or (iii) contest the Trustee's and the Holders' obligations and agreements set forth in this Section 4.3.
(c) Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full before any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders of the Notes would be entitled except for the provisions of this Article IV 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 holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes.
Appears in 1 contract
Sources: Indenture (Dave & Busters Inc)
Payment Upon Dissolution, Etc. (ai) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company Maker or any dissolution or winding up or total or partial liquidation or reorganization of the Company Maker (being hereinafter referred to as a "Proceeding"), each all claims of the holder of this Subordinated Note in such Proceeding shall be deemed assigned, pro rata, to the then holders of the Senior Indebtedness on the basis of the respective amounts of such Senior Indebtedness held by each such holder, and the holder of this Subordinated Note hereby agrees to execute all documents that such holders request in order to evidence such assignment; provided, however, that such assignment shall terminate upon receipt by such holders of payment in full of all of the Senior Indebtedness. While such assignment is in effect, the then holders of the Senior Indebtedness shall have the exclusive right to exercise all rights of the holder of this Subordinated Note arising from its claims in the Proceeding, including but not limited to the right to vote for a trustee and to accept or reject a proposed plan of reorganization or composition, and the holder of this Subordinated Note hereby agrees to execute all documents reasonably requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holder of this Subordinated Note. While such assignment is in effect, by his or her acceptance thereof, any holder of this Subordinated Note also agrees that such holder it shall, upon request of a holder of Senior Indebtednessrequest, and at such holder's its own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their its claims in any Proceeding, and the Noteholders any holder of this Subordinated Note shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such Holderholders of Senior Indebtedness.
(bii) Upon payment or distribution to creditors in a Proceeding of assets of the Company Maker of any kind or character, whether in cash, property or securities, all principal and interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any Holders holder of the Notes this Subordinated Note shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, this Subordinated Note; and upon any such Proceeding, any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities, to which any Holders holder of the Notes this Subordinated Note would be entitled except for the provisions of this Article IV Section 1 shall be paid by the Company Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders holder of the Notes this Subordinated Note who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holder of this Subordinated Note. In the event of any Proceeding, the holder of this Subordinated Note shall be entitled to be paid one hundred percent (100%) of the principal amount hereof and accrued interest hereon and all reasonable fees and costs due in connection herewith before any distribution of assets shall be made among the holders of any class of shares of the capital stock of the Maker in their capacities as holders of such shares.
(iii) For purposes of this Section 1(c), the words "assets" and "cash, property or securities" shall not be deemed to include shares of Common Stock of the Maker as reorganized or readjusted, or securities of the Maker or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 1 with respect to this Subordinated Note to the payment of all Senior Indebtedness which may at the time be outstanding, if (x) the Senior Indebtedness is assumed by the new entity, if any, resulting from any such reorganization or readjustment, and (y) the rights of the holders of the NotesSenior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 1 contract
Sources: Stock Purchase Agreement (Polymedica Industries Inc)
Payment Upon Dissolution, Etc. In the event of (a) In any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the event Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company then and in any such event
(1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full (or provision is made for payment in money or money's worth) of the principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all interest accruing after the commencement of any bankruptcy, insolvency, reorganizationreceivership or similar proceeding), receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against before the Company or any dissolution or winding up or total or partial liquidation or reorganization Holders of the Company (being hereinafter referred indebtedness evidenced by the Securities are entitled to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in receive any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) Upon payment or distribution to creditors in a Proceeding of any kind or character on account of principal (or premium, if any, on) or interest, if any, on such indebtedness; and
(2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the Company by the liquidating trustee or agent or other person making such payment or distribution, all principal and interest due upon whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the representative or representatives of the holders of Senior Indebtedness, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness shall first be paid in full before any Holders of may have been issued, ratably according to the Notes shall be entitled to receive or, if received, to retain any payment or distribution aggregate amounts remaining unpaid on account of the NotesSenior Indebtedness held or represented by each, and upon to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such ProceedingSenior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section, 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 76 Senior Indebtedness is paid in full (or provision therefor is made in money or money's worth), and such fact shall at or prior to which any Holders the time of such payment or distribution have been made known to the Notes would be entitled except for Trustee or such Holder, as the provisions of this Article IV case may be, then such payment or distribution shall be paid by over to the Company representative or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by any holders representatives of the Notes who shall have received such payment or distribution, directly to the holders of such Senior Indebtedness, or to the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness held by such holder) or their representatives may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full (or to provide for payment thereof in money or money's worth), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders . The consolidation of the NotesCompany with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer 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 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 as the case may be, is merged or the Person which acquires by conveyance or transfer such properties and assets 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 Upon Dissolution, Etc. (ai) In the event of any Any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being is hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
(b) . Upon payment or distribution to creditors in a Proceeding of assets of the Company of any kind or character, whether in cash, property or securities, all principal and interest (including any interest accruing after the commencement of the Proceeding, whether or not allowable), and any or all other amounts payable to the holders of Senior Indebtedness under the Senior Indebtedness, due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any Holders holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of the Notes, ; and upon any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any Holders holders of the Notes would be entitled except for the provisions of this Article IV Section 1 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to any holders of the Notes. In the event of any Proceeding, the holders of Notes shall be entitled to be paid one hundred percent (100%) of the principal amount thereof and accrued interest thereon (including any interest accruing after the commencement of the Proceeding, whether or not allowable), and any or all other amounts payable to the holders of the Notes under the Notes, before any distribution of assets shall be made among the holders of debt subordinated to the Notes or any class of shares of the capital stock of the Company in their capacities as holders of such shares.
(ii) The holders of the Notes also agree that they shall take all reasonable actions necessary to file and prove the full amount of all their claims in any Proceeding, and the holders of the Notes shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such holders of Senior Indebtedness.
(iii) For purposes of this Section 1(d), the words "assets" and "cash, property or securities" shall not be deemed to include shares of Common Stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 1 with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding, if (x) the Senior Indebtedness is assumed by the new person, if any, resulting from any such reorganization or readjustment, and (y) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
Appears in 1 contract