Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 23 contracts
Samples: Rights Agreement (Gametech International Inc), Rights Agreement (Gametech International Inc), Rights Agreement (Main Street Restaurant Group, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 14 contracts
Samples: Rights Agreement (Cross Timbers Oil Co), Rights Agreement (Scient Corp), Rights Agreement (Styling Technology Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 9 contracts
Samples: Rights Agreement (Staffing 360 Solutions, Inc.), Tax Benefits Preservation Plan (Tetra Technologies Inc), Tax Benefits Preservation Plan (Tetra Technologies Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 8 contracts
Samples: Tax Benefit Preservation Plan (Radian Group Inc), Form of Rights Agreement (TreeHouse Foods, Inc.), Rights Agreement (Kona Grill Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 8 contracts
Samples: Rights Agreement (Sterigenics International Inc), Rights Agreement (Fortune Natural Resources Corp), Rights Agreement (Orius Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, thereon whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 7 contracts
Samples: Rights Agreement (Diversified Corporate Resources Inc), Rights Agreement (Hallwood Energy Corp), Rights Agreement (Capital Senior Living Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "“Series A C Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 3 contracts
Samples: Rights Agreement (Scientific Games Corp), Rights Agreement (Scientific Games Corp), Rights Agreement (DHT Holdings, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, thereon whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 3 contracts
Samples: Rights Agreement (Swift Energy Co), Rights Agreement (Swift Energy Co), Rights Agreement (Capital Senior Living Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 3 contracts
Samples: Rights Agreement (PharMerica CORP), Rights Agreement (Lear Corp), Rights Agreement (Highbury Financial Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (ia) $1.00 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such paymentpayment and (b) an aggregate amount per share, or (ii) subject to the Adjustment Number provision for adjustment hereinafter set forth, equal to 1,000 times the per share aggregate amount of all cash and other property to be distributed in respect per share to holders of the shares of Common Stock upon plus an amount equal to any accrued and unpaid dividends on such liquidation, dissolution or winding up shares of the CorporationSeries A Junior Participating Preferred Stock.
Appears in 3 contracts
Samples: Rights Agreement (Tempest Therapeutics, Inc.), Rights Agreement (Heliogen, Inc.), Rights Agreement (Neuronetics, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 3 contracts
Samples: Rights Agreement (Valmont Industries Inc), Rights Agreement (Ballantyne of Omaha Inc), Rights Agreement (Ballantyne of Omaha Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 3 contracts
Samples: Benefits Preservation Plan (CarParts.com, Inc.), Benefits Preservation Plan (CarParts.com, Inc.), Rights Agreement (Occidental Petroleum Corp /De/)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 3 contracts
Samples: Rights Agreement (Dave & Buster's Entertainment, Inc.), Rights Agreement (Red Robin Gourmet Burgers Inc), Rights Agreement (Palm Harbor Homes Inc /Fl/)
Liquidation, Dissolution or Winding Up. (Ai) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received the Adjustment Number multiplied by the per share amount to be distributed to holders of Common Stock, plus an amount per share equal to declared and unpaid dividends and distributions thereon to the date of such payment (the "Series A Liquidation Preference") equal ). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the greater holders of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date shares of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the CorporationSeries A Preferred Shares.
Appears in 3 contracts
Samples: Rights Agreement (Stancorp Financial Group Inc), Rights Agreement (Sundog Technologies Inc), Rights Agreement (Sequent Computer Systems Inc /Or/)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 100, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (LTC Healthcare Inc), Rights Agreement (Giant Group LTD)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock Shares upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Alteva, Inc.), Rights Agreement (Alteva, Inc.)
Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall will be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior B Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior B Participating Preferred Stock shall will have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times multiplied by the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 2 contracts
Samples: Preferred Stock Rights Agreement (Zymeworks Delaware Inc.), Preferred Stock Rights Agreement (Zymeworks Delaware Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Class A Common Stock upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 2 contracts
Samples: Rights Agreement (Hubbell Inc), Rights Agreement (Hubbell Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "Series A B Liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Class B Common Stock upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 2 contracts
Samples: Rights Agreement (Hubbell Inc), Rights Agreement (Hubbell Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, voluntary or otherwiseCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount received, subject to adjustment as hereinafter provided, (A) $100 per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such paymentpayment or, or (B) if greater than the amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided and (ii) to the Adjustment Number times the per share amount holders of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.stock ranking on a parity upon
Appears in 2 contracts
Samples: Rights Agreement (Minerals Technologies Inc), Rights Agreement (Minerals Technologies Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 2 contracts
Samples: Rights Agreement (Itex Corp), Rights Agreement (Itex Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference") equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii”) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Silver Star Properties Reit, Inc), Rights Agreement (Groupon, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Gannett Co., Inc.), Rights Agreement (Solitron Devices Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Nine West Group Inc /De), Rights Agreement (Nine West Group Inc /De)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 1000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Forte Software Inc \De\), Rights Agreement (Ahmanson H F & Co /De/)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "Series A B Liquidation Preference") equal to the greater of (i) $1.00 500.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Plan Rights Agreement (Tenneco Inc /De), Qualified Offer Plan Rights Agreement (Tenneco Packaging Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Lipocine Inc.), Rights Agreement (Lipocine Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 300,000 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (First National Bancorp Inc /Il/), Rights Agreement (First National Bancorp Inc /Il/)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Pinnacle West Capital Corp), Rights Agreement (Pinnacle West Capital Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior D Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior D Participating Preferred Stock shall have received an amount per share (the "“Series A D Liquidation Preference"”) equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Peregrine Pharmaceuticals Inc), Rights Agreement (Peregrine Pharmaceuticals Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock and Class A Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Claires Stores Inc), Rights Agreement (Claires Stores Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 .01 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Volcano CORP), Rights Agreement (Volcano CORP)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series SERIES A Liquidation PreferenceLIQUIDATION PREFERENCE") equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) (i) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) one dollar ($1.00 1.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Rights Agreement (iHeartMedia, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10,000.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, ,whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "“Series A C Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and the fair value of all other property to be distributed in respect of the a single share of Series C Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 $ plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per one thousandth of a share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 95.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Evans & Sutherland Computer Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "“Series A C Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Quixote Corp)
Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation, dissolution dissolution, or winding up of the Corporation, voluntary or otherwise, no distribution shall will be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution dissolution, or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall will have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times multiplied by the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution dissolution, or winding up of the Corporation.. The “
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 5,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A H Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A H Junior Participating Preferred Stock shall have received an amount per share (the "“Series A H Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Section 382 Rights Agreement (Navidea Biopharmaceuticals, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 ___ plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) one dollar ($1.00 1.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Rights Agreement (Corelogic, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Asta Funding Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Class B Common Stock upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Rights Agreement (Hubbell Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock beneficial interest in the Company ranking junior (either as to dividends distributions or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock Shares shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock Shares upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount $______ per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment (ii) the Adjustment Number times "Series A Liquidation Preference"). Following the per share payment of the full amount of all cash and other property the Series A Liquidation Preference, no additional distributions shall be made to be distributed in respect the holders of the Common Stock upon such liquidation, dissolution or winding up shares of the Corporation.Series A Junior Participating
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "“Series A C Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Shareholder Rights Agreement (M&f Bancorp Inc /Nc/)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 500.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.or
Appears in 1 contract
Samples: Qualified Offer Plan Rights Agreement (Pactiv Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporationcorporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporationcorporation.
Appears in 1 contract
Samples: Reclassification Agreement (BESSEMER TRUST Co NATIONAL ASSOCIATION)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Class A Common Stock upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Rights Agreement (Hubbell Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Class E Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Class E Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating C Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating C Preferred Stock shall have received an amount per share (the "Series A C Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Series C Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Comverse, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "Series A C Liquidation Preference") equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, thereon whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating B Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating B Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Series B Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Ascent Media CORP)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A E Junior Participating Preferred Stock shall have received an amount per share (the "Series A E Liquidation Preference") equal to the greater of (i) $1.00 1,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) A. Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation liquidation Preference"”) equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 25,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) up to the Series A Junior Participating B Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating B Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Hc2 Holdings, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A D Junior Participating Preferred Stock shall have received an amount per share (the "“Series A D Liquidation Preference"”) equal to the greater of (i) $1.00 10 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Jarden Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Class B Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Class B Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per one thousandth of a share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 0.01 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "Series A B Liquidation Preference") equal to the greater of (i) $1.00 10.00, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Lipocine Inc.)
Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount $100.00 per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment (ii) the Adjustment Number times "Liquidation Preference"). Following the per share payment of the full amount of all cash and other property the Liquidation Preference, no additional distributions shall be made to be distributed in respect the holders of shares of Series A Preferred Stock unless, prior thereto, the Common Stock upon such liquidation, dissolution or winding up of the Corporation.hold-
Appears in 1 contract
Samples: Rights Agreement (LSB Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwiseCorporation (a "Liquidation Event"), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share the sum (the "Series A Liquidation Preference") equal to the greater of (ia) $1.00 1000 per share, plus (b) an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.not
Appears in 1 contract
Samples: Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) one hundred dollars ($1.00 100) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Genesis Healthcare, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and the fair value of all other property to be distributed in respect of the a single share of Series B Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to share, the greater of (i) 1,000 times $1.00 or 1,000 times the payment made per share of Common Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment (ii) the Adjustment Number times "Series A Liquidation Preference"). Following the per share payment of the full amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidationSeries A Liquidation Preference, dissolution or winding up of the Corporation.no additional distributions
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Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Northwestern Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock First Preference Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock First Preference Shares shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 1,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock Shares upon such liquidation, dissolution or winding up of the CorporationCompany.
Appears in 1 contract
Samples: Rights Agreement (Helen of Troy LTD)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 100.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 75,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Verso Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) one dollar ($1.00 1.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 0.001 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Com21 Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 150 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
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Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating B Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating B Preferred Stock shall have received an amount per share (the "Series A B Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Series B Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating C Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating C Preferred Stock shall have received an amount per share (the "“Series A C Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Series C Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Ascent Media CORP)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Selectica Inc)
Liquidation, Dissolution or Winding Up. (A) a. Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "“Series A C Liquidation Preference"”) equal to the greater of (i) one thousand dollars ($1.00 1,000.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Rights Agreement (Foot Locker, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and the fair value of all other property to be distributed in respect of the a single share of Series A Common Stock upon such liquidation, dissolution or winding up of the Corporation.
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Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Hypercom Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Series A Common Stock upon such liquidation, dissolution or winding up of the Corporation.
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Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Series A Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Ascent Media CORP)
Liquidation, Dissolution or Winding Up. (AB) (i) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) one dollar ($1.00 1.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.. The “
Appears in 1 contract
Samples: Rights Agreement (iHeartMedia, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "“Series A B Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 0.01 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agent Rights Agreement (Old Second Bancorp Inc)
Liquidation, Dissolution or Winding Up. (Aa) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, voluntary or otherwiseCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Junior Participating Series A Junior Participating Preferred Stock shall have received an amount per for each whole share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number one hundred times the aggregate per share amount received by holders of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of (the Corporation"Series A Liquidation Preference").
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received an amount per share (the "Series A C Liquidation Preference") equal to the greater of (i) $1.00 100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Celsion Corp)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per one thousandth of a share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 _______ plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
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Liquidation, Dissolution or Winding Up. (Ai) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "“Series A Liquidation Preference"”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (Chico's Fas, Inc.)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 10.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount per share (the "Series A B Liquidation Preference") equal to the greater of (i) $1.00 0.01 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Samples: Rights Agreement (QCR Holdings Inc)
Liquidation, Dissolution or Winding Up. (A) Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of Common Stock or of other stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating B Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating B Preferred Stock shall have received an amount received, per share (the "Series A Liquidation Preference") equal to share, the greater of $100.00 or 100 times (isubject to adjustment as hereinafter set forth) $1.00 the aggregate amount to be distributed per share of Common Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or payment (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation"Series B Liquidation Preference").
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) A. Upon any liquidationliquidation (voluntary or otherwise), dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating E Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating E Preferred Stock shall have received an amount per share of Series E Preferred Stock (the "“Series A E Liquidation Preference"”) equal to the greater of (i) $1.00 1,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
Appears in 1 contract
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per one thousandth of a share (the "Series A Liquidation Preference") equal to the greater of (i) $1.00 60.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
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