Distribution of Assets Upon Liquidation Clause Samples

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Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for the holders of all shares of the Preferred Stock then outstanding the full preferential amounts to which they are entitled under the resolutions authorizing the issuance of such Preferred Stock, the net assets of the Corporation remaining thereafter shall be divided ratably among the holders of Class A Common Stock and Class B Common Stock.
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Distribution of Assets Upon Liquidation. 16.1 In the event that the Joint Venture is liquidated at any time, the Joint Venture assets shall be distributed by the Joint Venture to the Participants on such liquidation, in accordance with the provisions set out in this clause. 16.2 The liquidator of the Joint Venture shall, unless otherwise agreed, be a member of the auditors of the Joint Venture at the date of liquidation or, if no such member is able or willing to act, an auditor agreed upon between the Participants, and failing such agreement, appointed by lot. 16.3 The liquidator shall : 16.3.1 demand an account from each Participant of the assets of the Joint Venture and the assets of the Participants contributed to the Joint Venture in its possession as well as any Profits earned by the use or utilisation of those assets since the date of liquidation of the Joint Venture; 16.3.2 compile an account reflecting the assets and liabilities of the Joint Venture, including amounts owed by the Joint Venture to the Participants; CIS/AAP/669 Page 77 1256/AAP/KJW 26/04/2004 16.3.3 collect all debts due to the Joint Venture by persons other than the Participants; 16.3.4 realise the assets of the Joint Venture in whatever manner he deems fit, to the extent that he, in his sole discretion, deems necessary, to : – pay the creditors of the Joint Venture; – pay the expenses of such realisation and the liquidation; – settle any claims between the Participants arising from the Joint Venture; and – effect a distribution of the remaining assets or the proceeds thereof in accordance with the Participants’ respective Participation Interests, provided that PPL’s (if it has a Non-Contributory Participation Interest) in any mining right shall be distributed to it only after settlement of any debt due to it and after recoupment of all Capital Expenditure paid for out of equity contributions by Plateau; 1256/AAP/KJW 26/04/2004 16.3.5 in the event of the proceeds of the realisation of the Joint Venture assets proving insufficient to meet the liabilities of the Joint Venture (other than any amounts due to the Participants), levy a contribution upon the Participants to contribute to that deficit in the proportion in which they bear the losses of the Joint Venture; 16.3.6 discharge all the liabilities of the Joint Venture to its creditors other than the Participants insofar as the proceeds of the realisation of the Joint Venture assets (if any), permit; and 16.3.7 compile and settle an account for the payment of claims owing...
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Distribution of Assets Upon Liquidation. Upon liquidation of the Company, its assets remaining after discharge of its liabilities and insurance policy obligations shall be distributed to the Members according to its percentage of financial interest in the Company.
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Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for the holders of all shares of the Preferred Stock then outstanding the full preferential amounts to which they are entitled under the resolutions authorizing the issuance of such Preferred Stock, the net assets of the Corporation remaining thereafter shall be divided among the holders of the Common Stock and Class B Common Stock in such a manner that the amount of such net assets distributed to each share of Common Stock shall be equal to the amount of such assets distributed to each share of Class B Common Stock. D. Issuance of the Class B Common Stock. Class B Common Stock may only be issued (i) in accordance with and pursuant to the terms of that certain Contribution and Assumption Agreement (the "Contribution and Assumption Agreement") to be entered into by and between the Corporation and Pulitzer Publishing Company, a Delaware corporation which immediately prior to the filing of this Amended and Restated Certificate of Incorporation owned all of the issued and outstanding shares of capital stock of the Corporation ("Pulitzer Publishing"), or (ii) in the form of a distribution or distributions pursuant to a stock dividend or division or split-up of the shares of Class B Common Stock and only then in respect of the issued shares of Class B Common Stock. E. Restrictions on Transfer of Class B Common Stock.
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Distribution of Assets Upon Liquidation. (i) In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily (any such event, a "Liquidation"), after there shall have been paid or set aside for the holders of all shares of any additional class of Common Stock and of the Preferred Stock then outstanding, if any, the full preferential amounts to which they are entitled under this Article Four or the resolutions, as the case may be, authorizing the issuance of such additional class(es) of Common Stock or such Preferred Stock, the holders of the Class A Common Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of the Class B Common Stock by reason of their ownership thereof, an amount per share equal to $1.50. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Class A Common Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of the holders of all shares of any additional class(es) of Common Stock and of the Preferred Stock that may from time to time come into existence, the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Class A Common Stock and in proportion to the amount of such stock owned by each holder. (ii) For purposes of this Section 2(d), a Liquidation of this Corporation shall be deemed to be occasioned by, or to include, (A) the acquisition of this Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but excluding any merger effected solely for the purpose of changing the domicile of the Corporation), (B) a sale or other disposition of all or substantially all of the assets of the Corporation, (C) any transaction or series of related transactions in which the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold less than 50% of the voting power of the surviving or acquiring entity, or (D) the conversion, exchange or substitution of any shares of Common Stock into any other property or security (a "Sale Transaction"). (iii) Upon the...
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Distribution of Assets Upon Liquidation. If any liquidation, or deemed liquidation under the Code, of any Subject Company, Flex Holdings or Holding LLC results in taxable gain to Bresnan because the fair market value of the assets distributed exceeds the amount set forth under the heading “Subject Company Base Amount” with respect to such assets on Schedule 1 (such excess, the “Appreciation”), such Liberty Stockholder will use all reasonable commercial efforts to cause that Subject Company to distribute pro rata to each Stockholder of the Subject Company cash or Marketable Securities having a fair market value (as determined under the Code) on the date of liquidation or deemed liquidation equal to 20 percent of the Appreciation.
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Distribution of Assets Upon Liquidation. (a) Upon the occurrence of (x) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, commenced by the Company or by its creditors, as such, or relating to its assets or (y) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, or (z) any assignment for the benefit of creditors or any marshaling of the material assets or material liabilities of the Company (each, a "Liquidation Event"), no distribution shall be made to the holders of any shares of Junior Securities unless, following the payment of preferential amounts on all Senior Securities, each holder of a Series B Share shall have received the Stated Value with respect to each Series B Share then held by such holder. In the event that upon the occurrence of a Liquidation Event, and following the payment of preferential amounts on all Senior Securities, the assets available for distribution to the holders of the Series B Shares and the holders of Pari Passu Securities are insufficient to pay the aggregate Stated Value payable with respect to the Preferred Shares and the aggregate preferential amount payable with respect to such Pari Passu Securities, the remaining assets of the Company shall be distributed ratably among the Series B Shares and the shares of Pari Passu Securities in proportion to the ratio that the preferential amount payable on each such share (which shall be the Stated Value in the case of a Series B Share) bears to the aggregate preferential amount payable on all such shares. (b) After the payment of any preferential amounts on all Senior Securities and payment of the full Stated Value with respect to each Series B Share and the preferential amounts payable on any Pari Passu Securities, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Securities of the Company. (c) For purposes hereof, the following terms shall have the meanings indicated:
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Related to Distribution of Assets Upon Liquidation

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

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

  • Liquidation of Assets (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

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

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