Priority on Liquidation Clause Samples

Priority on Liquidation. (a) The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable Law: (i) first, to the satisfaction (whether by payment or the making of reasonable provision for payment) of the Company’s debts and obligations to its creditors, including sales commissions and other expenses incident to any sale of the assets of the Company and including the establishment of and additions to such reserves as the Liquidator may deem necessary or appropriate; and (ii) second, to the Members in the same manner as set forth in Section 9.2. (b) The reserves established pursuant to subparagraph (a) of this Section 10.3 shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members in the priorities set forth in Section 10.3(a)(ii). (c) Notwithstanding the provisions of Section 10.3(a) which require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 10.3(a), if upon dissolution of the Company the Board determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue harm to the Members, then the Board may, in its discretion, defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, in its discretion, distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 10.3(a)(ii), undivided interests in such Company assets as the Liquidator deems reasonable and equitable and subject to any agreements governing the operating of such properties at such time. For purposes of any such distribution, the Board will determine the Fair Market Value of any property to be distributed. After any such determination, each Member shall have the right to require the Company to retain an Independent Appraiser to determine the Fair Market Value of any property to be distributed under this Section 10.3(c); provided that if the appraised value is less than 110% of the Board’s determination of the property’s Fair Market Value, then such Member shall reimburse the Company for all costs and expenses incur...

Priority on Liquidation. The Preference Shares shall rank in all respects as to distribution of assets upon a liquidation of the Company prior to the Ordinary Shares and to any other class of share capital created hereafter until all the Preference Shares have been converted or redeemed.

Priority on Liquidation. (a) In the event of (x) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Corporation or to its creditors, as such, or to its assets or (y) the dissolution or other winding up of the Corporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Corporation (each a "Liquidation Event"), then, and in any such event, the Holder of this Debenture shall first be entitled to receive payment in full of all principal of, and all Interest and other amounts due or to become due on, this Debenture before any payment on account of principal, premium, if any, interest, dividends or any other amounts is made on any Debt of the Corporation or Junior Securities, whether on account of any purchase, exchange or redemption or other acquisition of such Debt or Junior Securities, at maturity or otherwise. Notwithstanding the foregoing, the Debenture shall rank in pari passu with the Joint Investor Debentures. (b) In the event that, upon the occurrence of a Liquidation Event, the assets of the Corporation are insufficient to pay all amounts due hereunder and under the Joint Investor Debentures, subject to Infineon's first priority security interest in certain assets of the Corporation pursuant to the Security Agreement, such assets, or the proceeds thereof, shall be distributed pro rata to the Holder and the holders of the Joint Investor Debentures on a pro rata basis in accordance with the respective principal amounts represented thereby.

Priority on Liquidation. Upon dissolution of the Partnership, the General Partner shall, to the extent feasible, proceed to wind up the affairs and liquidate the assets of the Partnership, allowing a reasonable time for the process of winding up and liquidation so as to minimize the losses that would normally be incidental to such a process. The proceeds of such liquidation shall be applied first, to the payment of the matured debts and liabilities of the Partnership (other than amounts owing in respect of Partner Loans) and the costs and expenses of dissolution and liquidation of the Partnership; second, to the payment of amounts owing in respect of Partner Loans; third, to the setting up of any reserves which the General Partner may deem reasonably necessary for contingent, unmatured or unforeseen liabilities of the Partnership; and fourth, to pay distributions to the Partners in proportion and to the extent of any positive balances in their Capital Accounts (after crediting or charging each Partner's Capital Account for the Partner's share of all Profit or Loss and Gain or Loss on Disposition accrued through the date of such payment).

Priority on Liquidation. 31 10.5 Distribution of Non-Liquid Assets...........................31 10.6

Priority on Liquidation. The Convertible Debt shall rank in all respects as to distribution of assets upon a liquidation of the Company prior to the Ordinary Shares and to any other class of share capital created hereafter until all the Convertible Debt has been converted or redeemed.

Priority on Liquidation. The Liquidating Agent shall, to the extent feasible, liquidate the assets of the Company as promptly as shall be practicable. To the extent that the proceeds are sufficient therefor, as the Liquidating Agent shall deem appropriate, the proceeds of such liquidation shall be applied and distributed in the following order of priority: (i) To pay the costs and expenses of the liquidation and termination; (ii) Next, to pay the matured or fixed debts and liabilities of the Company; (iii) Next, to establish any reserve that the Liquidating Agent may deem necessary for any contingent, unmatured or unforseen liability of the Company and (iv) Next, to the Members, in accordance with Section 9.2.

Priority on Liquidation. The Liquidating Agent shall liquidate the assets of the Company as promptly as practicable. The proceeds of such liquidation shall be applied pursuant to Section 5.3.

Priority on Liquidation. The term "Percentage of Membership Interest" shall not include the Percentage Membership Interest represented by the RSI Deemed Membership Interest.