DISTRIBUTION ON LIQUIDATION Sample Clauses

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in r...

DISTRIBUTION ON LIQUIDATION. 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Shareholders shall accept same in trust for the Lender and shall deliver same to the Lender to be applied to the Obligations then due, in accordance with the terms of the Note. 5.2 Prior to any Event of Default (as defined herein), Shareholders shall be entitled to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lender and does not impair the Collateral.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of the liquidation, dissolution or winding-up of ▇▇▇▇▇▇▇ Canada or any other distribution of the assets of ▇▇▇▇▇▇▇ Canada among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares will be entitled, subject to applicable law, to receive from the assets of ▇▇▇▇▇▇▇ Canada in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution or winding-up (the"Liquidation Date"), before any distribution of any part of the assets of ▇▇▇▇▇▇▇ Canada to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount equal to the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the"Liquidation Amount") in accordance with Section 5.2, which will be satisfied in full by ▇▇▇▇▇▇▇ Canada causing to be delivered to such holder a ▇▇▇▇▇▇▇ USA Common Share, together with all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. In connection with payment of the Liquidation Amount, ▇▇▇▇▇▇▇ Canada will be entitled to liquidate some of ▇▇▇▇▇▇▇ USA Common Stock which would otherwise be deliverable as Exchangeable Share Consideration to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by ▇▇▇▇▇▇▇ USA of the Liquidation Call Right, ▇▇▇▇▇▇▇ Canada will cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share on presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the by-laws of ▇▇▇▇▇▇▇ Canada and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of ▇▇▇▇▇▇▇ Canada or at any office of the Transfer Agent as may be specified by ▇▇▇▇▇▇▇ Canada in Schedule A hereto or by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares will be made by delivery to each holder, at the address of the holder recorded in the securities register of ▇▇▇▇▇▇▇ Canada for the Exchangeable Shares or by holding for pick up by the holder at the reg...

DISTRIBUTION ON LIQUIDATION. Section 5.1 In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Newco [NAR Subco] of the Liquidation Call Right, a holder of CN Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each CN Exchangeable Share held by such holder on the effective date (the ''Liquidation Date'') of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the CN Voting Shares, the CN Limited Voting Equity Shares or any other shares ranking junior to the CN Exchangeable Shares, an amount per share equal to the Current Market Price of a Newco Stapled Unit on the last Business Day prior to the Liquidation Date (the ''Liquidation Amount''), which shall be satisfied in full by the Corporation causing to be delivered to such holder one Newco Common Share, together with all declared and unpaid dividends on each such CN Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. Section 5.2 On or promptly after the Liquidation Date, and subject to the exercise by Newco [NAR Subco] of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the CN Exchangeable Shares the Liquidation Amount for each such CN Exchangeable Share upon presentation and surrender of the certificates representing the CN Stapled Units, together with such other documents and instruments as may be required to effect a transfer of CN Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the CN Exchangeable Shares. Payment of the total Liquidation Amount for such CN Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the CN Stapled Units or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the CN ...

DISTRIBUTION ON LIQUIDATION. (a) Upon the dissolution of the Company by the occurrence of any event described in Section 10.2 hereof and subject to the provisions of Section 10.3 hereof, the Liquidator will be designated within sixty (60) days of such event by the Members, and the Liquidator will proceed to liquidate the assets of the Company, wind up its affairs, and apply and distribute the proceeds as provided for in Section 6.1 hereof. (b) All liquidating distributions shall be made, and all liabilities of the Company shall be discharged, no later than the latest of (i) the end of such taxable year of the Company, (ii) ninety days after the date of such liquidation, and (iii) such longer period of time as may be permissible hereafter under IRC Section 704(b) and the regulations promulgated thereunder. Subject to the foregoing sentence, the Liquidator shall ensure that the liquidation of the assets of the Company and the discharge of its liabilities proceeds in an orderly manner, so as to minimize any possible losses attendant upon the dissolution of the Company. The provisions of Article VI hereof relating to the allocation of cash proceeds and income, gains, losses, deductions and credits will be applicable during the period of liquidation. (c) Upon the completion of the liquidation of the Company, the Liquidator will provide each Member with a report showing the information required under Section 8.3 hereof for the period from the date of the last annual report prepared under Section 8.3 hereof to the date of the final distribution of the proceeds of liquidation of the Company.

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 In the event of the liquidation, dissolution or winding-up of the Company, an Insolvency Event or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs, a holder of Preferred Shares shall be entitled, subject to applicable law, to receive an amount of $1.00 for each Preferred Share (the "Liquidation Consideration") on the effective date of such liquidation, dissolution or winding-up of the Company, or of an Insolvency Event or any other distribution of the assets of the Company among its members (the "Liquidation Date"), before any distribution of any part of the assets of the Company to the holders of any other Shares of the Company. SECTION 5.2 On or promptly after the Liquidation Date, the Company shall cause to be delivered to the holders of the Preferred Shares the Liquidation Consideration for each such Preferred Share upon presentation and surrender of the certificates representing such Preferred Shares, together with such other documents and instruments as may be required to effect a transfer of Preferred Shares under the Act and the constating documents of the Company and such additional documents and instruments as the Company may reasonably require, at the principal executive offices of the Company. The total Liquidation Consideration for such Preferred Shares shall be delivered to each holder, at the address of the holder recorded in the securities register of the Company for the Preferred Shares or by holding for pick up by the holder at the place of delivery. On and after the Liquidation Date, the holders of the Preferred Shares shall cease to be holders of such Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate share of the total Liquidation Consideration, unless payment of the total Liquidation Consideration for such Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions in which case the rights of the holders shall remain unaffected until the total Liquidation Consideration has been paid in the manner hereinbefore provided. The Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the Liquidation Consideration in respect of the Preferred Shares represented by certificates that have not at the Liquidation Date been surrendered by the hol...

DISTRIBUTION ON LIQUIDATION. 5.1. If any sum is paid as a liquidating distribution on or with respect to the Collateral, Debtor shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Convertible Notes. 5.2. So long as no Event of Default exists, Debtor shall be entitled (i) to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lenders and does not impair the Collateral and (ii) may receive and retain any and all dividends, interest payments or other distributions paid in respect of the Collateral. 5.3. Upon the occurrence and during the continuation of an Event of Default, all rights of Debtor, upon notice given by Collateral Agent, to exercise the voting power and receive payments, which it would otherwise be entitled to pursuant to Section 5.2, shall cease and all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole right to exercise such voting power and receive such payments. 5.4. All dividends, distributions, interest and other payments which are received by Debtor contrary to the provisions of Section 5.3 shall be received in trust for the benefit of Collateral Agent, shall be segregated from other funds of Debtor, and shall be forthwith paid over to Collateral Agent as Collateral in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by Collateral Agent as Collateral and as further collateral security for the Obligations.

DISTRIBUTION ON LIQUIDATION. In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of the Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares of the Corporation, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Big Flash Common Share on the last Business Day prior to the Liquidation Date (which may be satisfied in full by the Corporation causing an instruction to be given to the Trustee to deliver, in respect of each Exchangeable Share held by each respective holder thereof, one Big Flash Common Share, and obtaining written confirmation of such delivery by the Trustee), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date.

DISTRIBUTION ON LIQUIDATION. Upon an event of liquidation, the business of the Company shall be wound up, the Manager shall take full account of the Company assets and liabilities, and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Members in accordance with Article VI as if such assets had been sold at their fair market value at the time of liquidation. If any assets are distributed to a Member, rather than sold, the Distribution shall be treated as a Distribution equal to the fair market value of the asset at the time of the liquidation. The assets of the Company shall be used and distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company, including all fees due the Members and their Affiliates, and including any loans or advance that may have been made by the Members to the Company, in the order of priority as provided by law; (b) To the establishment of any reserves reasonably deemed necessary by the Manager or the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company; (c) To DRF in an amount equal to $1,108,000 (less any amounts which have been paid to DRF under Section 6.3(c) in respect of any Distributions made from the proceeds of a refinancing or refinancings; (d) To Telex in an amount equal to the amount distributed to DRF under (c) above; and (e) To the extent of any balance remaining to each Member, ratably in proportion to its respective Membership Percentage Interest.