Liquidating Payment definition
Examples of Liquidating Payment in a sentence
Parent shall cause the Paying Agent to make, and the Paying Agent shall make, payments of the Company Common Share Cash Merger Consideration, the Option Merger Consideration, Preferred Liquidating Payment Amount and the Existing Unit Consideration out of the Exchange Fund in accordance with this Agreement and the Articles of Merger.
In addition, notwithstanding anything contained herein to the contrary, the LLC shall not consummate a Sale Transaction unless the Class B Members will receive a Liquidating Payment in accordance with Section 8.7 hereof.
In connection with the Liquidation, holders of Company Series D Preferred Shares and Company Series E Preferred Shares shall be paid the Preferred Liquidating Payment Amount on the Liquidation Payment Date.
The Liquidating Payment shall be paid to the Class B Members in the same form of consideration (e.g., cash, securities and/or other property) received by the LLC in such Sale Transaction.
In the event of a Sale Transaction, the LLC shall pay or cause to be paid to the Class B Members a Liquidating Payment no later than five (5) business days following the date the Aggregate Sales Proceeds are paid to the LLC or distributed by the LLC to its equity holders other than the Class B Members.
Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as Exchange and Paying Agent (the “Paying Agent”) for the payment or exchange, as applicable, in accordance with this Article III, of the Company Common Share Cash Merger Consideration, the Option Merger Consideration, the Existing Unit Consideration, the OPP Awards and the Preferred Liquidating Payment Amount (collectively, such cash being referred to as the “Exchange Fund”).
On the Liquidation Payment Date, the holders of the Company Series D Preferred Shares and Company Series E Preferred Shares will receive liquidating distributions from the Surviving Corporation equal to the full amounts payable to them upon a liquidation of the Surviving Corporation in accordance with their respective terms (in the aggregate, the “Preferred Liquidating Payment Amount”).
For clarity, and without limiting the foregoing, it is the intent of the parties that the amount of the Liquidating Payment in a Sale Transaction described in clause (i) of the definition thereof be made to the Class B Members shall be determined as if the PPLB Indebtedness does not exist at the time of such sale to reduce the Aggregate Sales Proceeds thereof.
The Borrower shall pay such Liquidating Payment immediately upon receipt of such notice from the Agent.
UNIT BID PRICE - The Price established be the Contractor for an individual item of work on the bid form.