Distribution of Assets Upon Liquidation Sample Clauses

Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for the holders of all shares of the Preferred Stock then outstanding the full preferential amounts to which they are entitled under the resolutions authorizing the issuance of such Preferred Stock, the net assets of the Corporation remaining thereafter shall be divided ratably among the holders of Class A Common Stock and Class B Common Stock.
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Distribution of Assets Upon Liquidation. 18.1 In the event that the Joint Venture is liquidated at any time, the Joint Venture assets shall be distributed by the Joint Venture to the Participants on such liquidation, in accordance with the provisions set out in this clause.
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Distribution of Assets Upon Liquidation. Upon liquidation of the Company, its assets remaining after discharge of its liabilities and insurance policy obligations shall be distributed to the Members according to its percentage of financial interest in the Company.
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Distribution of Assets Upon Liquidation. If any liquidation, or deemed liquidation under the Code, of any Subject Company, Flex Holdings or Holding LLC results in taxable gain to Bresnan because the fair market value of the assets distributed exceeds the amount set forth under the heading “Subject Company Base Amount” with respect to such assets on Schedule 1 (such excess, the “Appreciation”), such Liberty Stockholder will use all reasonable commercial efforts to cause that Subject Company to distribute pro rata to each Stockholder of the Subject Company cash or Marketable Securities having a fair market value (as determined under the Code) on the date of liquidation or deemed liquidation equal to 20 percent of the Appreciation.
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Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for the holders of all shares of the Preferred Stock then outstanding the full preferential amounts to which they are entitled under the resolutions authorizing the issuance of such Preferred Stock, the net assets of the Corporation remaining thereafter shall be divided among the holders of the Common Stock and Class B Common Stock in such a manner that the amount of such net assets distributed to each share of Common Stock shall be equal to the amount of such assets distributed to each share of Class B Common Stock. D. Issuance of the Class B Common Stock. Class B Common Stock may only be issued (i) in accordance with and pursuant to the terms of that certain Contribution and Assumption Agreement (the "Contribution and Assumption Agreement") to be entered into by and between the Corporation and Pulitzer Publishing Company, a Delaware corporation which immediately prior to the filing of this Amended and Restated Certificate of Incorporation owned all of the issued and outstanding shares of capital stock of the Corporation ("Pulitzer Publishing"), or (ii) in the form of a distribution or distributions pursuant to a stock dividend or division or split-up of the shares of Class B Common Stock and only then in respect of the issued shares of Class B Common Stock. E. Restrictions on Transfer of Class B Common Stock. (i) No person holding shares of Class B Common Stock of record (a "Class B Holder") may transfer, and the Corporation shall not register the transfer of, any shares of Class B Common Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a Permitted Transferee (a "Permitted Transfer"). The term Permitted Transferee has the following meanings with respect to each Class B Holder: (a) The following persons shall be "Permitted Transferees" of each Class B Holder who is a natural person: 1. The spouse or former spouse of such Class B Holder; any Original Holder (as defined in clause (iii) of this Section E) or the spouse or former spouse of any Original Holder; any lineal descendant of any Original Holder or of the spouse or former spouse of any Original Holder; and any spouse or former spouse of such lineal descendant (hereinafter such Class B Holder's "Family Members"); 2. The trustee or trustees of a voting trust of which a Controlling Number (as defined in clause (...
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Distribution of Assets Upon Liquidation. (i) In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily (any such event, a "Liquidation"), after there shall have been paid or set aside for the holders of all shares of any additional class of Common Stock and of the Preferred Stock then outstanding, if any, the full preferential amounts to which they are entitled under this Article Four or the resolutions, as the case may be, authorizing the issuance of such additional class(es) of Common Stock or such Preferred Stock, the holders of the Class A Common Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Class B Common Stock by reason of their ownership thereof, an amount per share equal to $1.50. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Class A Common Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of the holders of all shares of any additional class(es) of Common Stock and of the Preferred Stock that may from time to time come into existence, the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Class A Common Stock and in proportion to the amount of such stock owned by each holder.
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Distribution of Assets Upon Liquidation. (a) Upon the occurrence of (x) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, commenced by the Company or by its creditors, as such, or relating to its assets or (y) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or any marshaling of the material assets or material liabilities of the Company (each, a "Liquidation Event"), no distribution shall be made to the holders of any shares of Junior Securities unless, following the payment of preferential amounts on all Senior Securities, each holder of a Series B Share shall have received the Stated Value with respect to each Series B Share then held by such holder. In the event that upon the occurrence of a Liquidation Event, and following the payment of preferential amounts on all Senior Securities, the assets available for distribution to the holders of the Series B Shares and the holders of Pari Passu Securities are insufficient to pay the aggregate Stated Value payable with respect to the Preferred Shares and the aggregate preferential amount payable with respect to such Pari Passu Securities, the remaining assets of the Company shall be distributed ratably among the Series B Shares and the shares of Pari Passu Securities in proportion to the ratio that the preferential amount payable on each such share (which shall be the Stated Value in the case of a Series B Share) bears to the aggregate preferential amount payable on all such shares.
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Related to Distribution of Assets Upon Liquidation

  • Distribution of Assets Upon Dissolution In settling accounts after dissolution, the assets of the Company shall be paid in the following order:

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

  • Distribution of Assets on Dissolution Upon the winding up of the Company, the Company Property shall be distributed:

  • RIGHTS UPON DISTRIBUTION OF ASSETS In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

  • Liquidation of Assets (a) Upon the dissolution of the Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Administrator as the liquidator and the Administrator shall liquidate the business and administrative affairs of the Fund, except that if the Board of Managers does not appoint the Administrator as the liquidator or the Administrator is unable to perform this function, a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profit and Net Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner:

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • Sale of Assets Upon Dissolution Following the dissolution of the Company, the Company shall be wound up and the Board shall determine whether the assets of the Company are to be sold or whether some or all of such assets are to be distributed to the Member in kind in liquidation of the Company.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order:

  • DISTRIBUTION ON LIQUIDATION 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Debtor shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Convertible Notes.

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