Common use of Priority on Liquidation Clause in Contracts

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. (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 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 this Debenture shall rank in pari passu with the Joint Investor DebenturesInfineon Debenture. (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 hereunder, under the other Debentures and under the Joint Investor DebenturesInfineon Debenture, subject to Infineon's first priority security interest in certain assets of the Corporation pursuant to the Security Agreement, dated as of March 28, 2002, between the Corporation and Infineon, such assets, or the proceeds thereof, shall be distributed pro rata to the Holder and Holder, the holders of the Joint Investor Debentures and the holder of the Infineon Debenture on a pro rata basis in accordance with the respective principal amounts represented thereby.