Common use of Rights Upon Liquidation Clause in Contracts

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive, ratably with each other holder of shares of Capital Stock of the same class or series, that portion of the assets of the Corporation which is available for distribution to the holders of such class or series of shares of Capital Stock. The Trust shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, winding-up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this subsection G(3) of this Article XIV in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for shares of Capital Stock and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the shares of Capital Stock and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary.

Appears in 6 contracts

Samples: Rights Agreement (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Brookfield Property Partners L.P.)

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Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or winding-winding up of, or any distribution of the assets of, the CorporationCompany, each holder Trustee of Shares-in-Trust Excess Shares shall be entitled to receive, ratably with each other holder of shares of Capital Stock of receive the same class amount that would have been received on such liquidation, dissolution or serieswinding up, that portion of the assets of the Corporation which is available for distribution or distribution, with respect to the holders of such class or series of shares of Capital StockShares had they not been Excess Shares. The Trust Trustee shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, winding-dissolution or winding up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this subsection G(3Section 9.11(iii) of this Article XIV in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for shares of Capital Stock Shares and which Transfer resulted in the transfer of the shares Shares to the Separate Trust, the price per shareShare, if any, such Prohibited Owner paid for the shares of Capital Stock Shares and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares Shares (e.g., if the shares Shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares Shares to the Separate Trust, the price per share Share equal to the Market Price Applicable Value on the date of such Non-Transfer Event or Transfer. Any remaining amount in such Separate Trust shall be distributed to the Beneficiary.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC), Limited Liability Company Agreement (Jamestown Invest 1, LLC), Limited Liability Company Agreement (Jamestown Invest 1, LLC)

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive, ratably with each other holder of shares of Capital Stock of the same class or series, that portion of the assets of the Corporation which is available for distribution to the holders of such class or series of shares of Capital Stock. The Trust shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, winding-up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this subsection G(3) of this Article XIV XIII in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for shares of Capital Stock and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the shares of Capital Stock and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary.

Appears in 1 contract

Samples: Separation Agreement (Rouse Properties, Inc.)

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Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, dissolution or winding-winding up of, or any distribution of the assets of, the CorporationCompany, each holder Trustee of Shares-in-Trust shall be entitled to receive, ratably with each other holder of shares of Capital Stock of the same class or seriesDepositary Shares, that portion of the assets of the Corporation Company which is available for distribution to the holders of such class or series of shares of Capital StockDepositary Shares. The Trust Trustee shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, winding-or winding up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this subsection G(3Section 5.12(e) of this Article XIV in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for shares of Capital Stock the Depositary Shares and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the shares of Capital Stock Depositary Shares and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or purported Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary.

Appears in 1 contract

Samples: Deposit Agreement (FelCor Lodging Trust Inc)

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