Event of Liquidation Sample Clauses

Event of Liquidation. Following the occurrence of an Event of Default under the Indenture, the determination by the Indenture Trustee, as evidenced by a written notice provided to the Owner Trustee, the Depositor and the Credit Enhancer, that all conditions precedent to the sale or liquidation of the Trust Estate pursuant to Section 5.04 of the Indenture have been satisfied.
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Event of Liquidation. Following the occurrence of an Event of Default under the Indenture, the determination by the Indenture Trustee, as evidenced by a written notice provided to the Owner Trustee, the Depositor, the Issuer and the Credit Enhancer, that all conditions precedent to the sale or other liquidation of the Trust Estate pursuant to Section 5.04 of the Indenture have been satisfied. Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 7.01 of the Servicing Agreement.
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Related to Event of Liquidation

  • Liquidation Events The occurrence of any of the following events shall be a "Liquidation Event": (a) In the event that (i) an Underlying Security Default shall occur which under the terms of the Swap Agreement results in the termination of at least one but fewer than all Transactions under the Swap Agreement or (ii) any Underlying Security held by the Trust becomes a Disqualified Underlying Security, but the Trust holds one or more other Underlying Securities which are not Disqualified Underlying Securities, and a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur; provided, however, that no Liquidation Event shall occur pursuant to clause (ii) unless (x) the liquidation of the Affected Underlying Securities shall not cause a loss of principal of or interest on the Certificates, (y) such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance or (z) the Underlying Security Issuer declares its intention to cease being a Reporting Issuer or the Underlying Security Issuer for more than a year fails to file the required reports and other information with the Securities and Exchange Commission or another applicable agency pursuant to Section 12(1) of the Exchange Act. If such Liquidation Event occurs, the Affected Underlying Securities (and, if necessary, other Trust Property) shall be sold to the extent necessary to pay any Termination Payment applicable to the Affected Transaction under the Swap Agreement, and the remainder shall be distributed to the Holders in accordance with Section 9.03, but the Trust shall continue thereafter. (b) In the event that any Transaction under a Swap Agreement becomes a Disqualified Transaction but the Trust holds one or more other Underlying Securities other than the Affected Underlying Securities which are not Disqualified Underlying Securities and a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur if (i) the liquidation of the Affected Underlying Securities shall not cause a loss of principal of or interest on the Certificates or (ii) such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance. If such Liquidation Event occurs, then the Affected Underlying Securities (and, if necessary, other Trust Property) shall be sold to the extent necessary to pay any Termination Payment applicable to the Disqualified Transaction under the Swap Agreement, and the remainder shall be distributed to the Holders in accordance with Section 9.03, but the Trust shall continue thereafter. (c) In the event that any Credit Support becomes Disqualified Credit Support but a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur if (i) a termination of such Credit Support shall not cause a loss of principal of and interest on the Certificates or (ii) such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance. If such Liquidation Event occurs, then such Credit Support shall be terminated and any proceeds of such termination shall be distributed pro rata to the Holders, but the Trust shall continue thereafter.

  • Cash Liquidation 7 Certificate...................................................................7

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • 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.