Common use of Voluntary or Involuntary Liquidation Clause in Contracts

Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive for each share of Mandatory Convertible Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any payment or distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Corporation, payment in full in an amount equal to the sum of (x) the Initial Liquidation Preference and (y) an amount equal to any accumulated and unpaid dividends on each share of Mandatory Convertible Preferred Stock, whether or not declared, to (but not including) the date fixed for liquidation, dissolution or winding up (such amounts collectively, the “Liquidation Preference”).

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kansas City Power & Light Co)

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Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive for each share of Mandatory Convertible Series A-1 Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any payment or distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Corporation, payment in full in an amount equal to the sum of (x) the Initial Liquidation Preference and (y) an amount equal to any accumulated accrued and unpaid dividends on each share of Mandatory Convertible Series A-1 Preferred Stock, whether or not declared, to (but not including) the date fixed for liquidation, dissolution or winding up (such amounts collectively, the “Liquidation Preference”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amsurg Corp), Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.)

Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each Holder of shares of Series A Preferred Stock shall be entitled to receive for each share of Mandatory Convertible Series A Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital capital, surplus or surplusother) available for distribution to stockholders shareholders of the Corporation, subject to the rights of any creditors of the Corporation, before any payment or distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Corporation, payment in full in an amount equal to the sum of (xi) the Initial Liquidation Preference Amount per share of Series A Preferred Stock and (yii) an amount equal to any accumulated declared and unpaid dividends on each such share of Mandatory Convertible Preferred Stock, whether or not declared, to the extent provided in Section 4 (but not including) the date fixed for liquidation, dissolution or winding up (all such amounts collectively, the “Liquidation Preference”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Jacksonville Bancorp Inc /Fl/)

Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each Holder of shares of Series B Preferred Stock shall be entitled to receive for each share of Mandatory Convertible Series B Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any payment or distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Corporation, payment in full in an amount equal to the sum of (xi) the Initial Liquidation Preference Amount per share of Series B Preferred Stock and (yii) an amount equal to any accumulated declared and unpaid dividends on each such share of Mandatory Convertible Preferred Stock, whether or not declared, to the extent provided in Section 4 (but not including) the date fixed for liquidation, dissolution or winding up (all such amounts collectively, the “Liquidation Preference”).

Appears in 1 contract

Samples: Investment Agreement (Seacoast Banking Corp of Florida)

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Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, prior to the Conversion Date, each Holder of shares of Series A Preferred Stock shall be entitled to receive for each share of Mandatory Convertible Series A Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital capital, surplus or surplusother) available for distribution to stockholders shareholders of the Corporation, subject to the rights of any creditors of the Corporation, before any payment or distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Corporation, payment in full in an amount equal to the sum of (xi) the Initial Liquidation Preference Amount per share of Series A Preferred Stock and (yii) an amount equal to any accumulated declared and unpaid dividends on each such share of Mandatory Convertible Preferred Stock, whether or not declared, to the extent provided in Section 4 (but not including) the date fixed for liquidation, dissolution or winding up (all such amounts collectively, the “Liquidation Preference”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Cordia Bancorp Inc)

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