Liquidation Shortfall Event definition

Liquidation Shortfall Event means the occurrence of any of the following: (i) a Drag-Along Sale (as defined in the LLC Agreement), (ii) a Sale of the Company (as defined in the LLC Agreement) involving the sale or other transfer of all or substantially all of the Purchased Securities or all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, or (iii) any dissolution or liquidation of the Company in accordance with Article IX of the LLC Agreement, but only (in the case of each of clauses (i), (ii) and (iii) hereof) if the Junior Preferred Payment and the Senior Preferred Redemption (each as defined in the LLC Agreement) shall not have occurred after giving effect to such transaction(s).
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Liquidation Shortfall Event means the occurrence of any of the following: (i) a Drag-Along Sale (as defined in the LLC Agreement), (ii) a Sale of the Company (as defined in the LLC Agreement) involving the sale or other transfer of all or substantially all of the Purchased Securities or all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) any dissolution or liquidation of the Company in accordance with Article IX of the LLC Agreement, or (iv) in the case of a claim or any Action for indemnification under Section 5.2(a)(vii), the sale, transfer or other disposition, in one or more transactions, in or after the consummation of the Initial Public Offering (as defined in the LLC Agreement), of all of the Purchased Securities (or all of the securities for or into which the Purchased Securities shall have been exchanged or converted pursuant to the LLC Agreement), but only (in the case of each of clauses (i) through (iv) hereof) if the Preferred Payment (as defined in the LLC Agreement) shall not have occurred after giving effect to such transaction(s).
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Related to Liquidation Shortfall Event

  • Accumulation Shortfall shall initially mean zero and shall thereafter mean, with respect to any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to the Certificates for the previous Monthly Period.

  • Substitution Shortfall Amount As defined in Section 2.03(d).

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Liquidation Event With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 9.01.

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Collateral Interest Shortfall shall have the meaning specified in subsection 4.02(c).

  • Class A Interest Shortfall shall have the meaning specified in subsection 4.02(a).

  • Class B Interest Shortfall shall have the meaning specified in subsection 4.02(b).

  • First Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(D).

  • Prepayment Interest Shortfall Amount With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Due Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due Date in such Due Period, the amount of interest (net of the General Servicing Fee) that would have accrued on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.

  • Liquidation Period has the meaning set forth in Section 10.6 of this Agreement.

  • Liquidation Date means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

  • Interest Shortfall With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount determined as follows:

  • Curtailment Shortfall For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).