Liquidation Event Sample Clauses

Liquidation Event. 22- Liquidation Proceeds................................................................-22- Loan-to-Value Ratio.................................................................-22-

Liquidation Event. The term “Liquidation Event” shall mean (1) a public offering of the Common Stock registered pursuant to the Securities Act where there is a Minimum Public Float immediately following such offering, (2) a merger or other business combination or recapitalization whereby the Common Stock is exchanged for cash and/or publicly traded equity or debt securities in another entity or a combination of cash and other non-publicly traded equity or debt securities where cash constitutes at least a majority of the consideration to be received in such merger, business combination or recapitalization or (3) a sale or other disposition of all or substantially all of the Company’s assets to another entity, for cash and/or publicly traded equity or debt securities of another entity or a combination of cash and other non-publicly traded equity or debt securities where cash constitutes at least a majority of the proceeds of such sale or disposition, in each case, other than to the Company, any subsidiary of the Company, or any entity controlled by the ultimate control persons of the Company. Memorandum. The term “Memorandum” shall have the meaning ascribed to it in Section 2.1.

Liquidation Event. (i) any Casualty to the Property or any material portion thereof, (ii) any Condemnation of the Property or any material portion thereof, (iii) a Transfer of the Property in connection with realization thereon following an Event of Default under the Senior Loan, including without limitation a foreclosure sale, or (iv) any refinancing or payoff of the Property or the Senior Loan permitted hereunder (including any refund of reserves on deposit with Senior Lender (but not disbursements therefrom)).

Liquidation Event. Following the occurrence of any of the events described in Condition 5(a), on the relevant Liquidation Event Date, the Securities will, automatically and without any requirement for the giving of notice, become due and payable at an amount equal to their principal amount, together with any outstanding interest accrued up to (but excluding) the Liquidation Event Date and any outstanding Arrears of Interest. On or following the Liquidation Event Date, no payments will be made in relation to the Junior Securities of the Issuer before all amounts due, but unpaid, on the Securities have been paid by the Issuer. On or following the Liquidation Event Date, each Securityholder may, at its discretion and without further notice, institute steps in order to obtain a judgment against the Issuer for any amounts due in respect of the Securities, including the institution of Insolvency Proceedings against the Issuer or the filing of a proof of claim and participation in any Insolvency Proceedings or proceedings for the liquidation, dissolution or winding-up of the Issuer.

Liquidation Event. Borrower consummates a Liquidation Event where the acquirer or resulting entity either: (i) does not pay off the Obligations at the closing of the acquisition, merger or sale; or (ii) does not provide an unconditional, unlimited guaranty of the Obligations in form and substance satisfactory to Lender and is of a credit quality unacceptable to Lender.

Liquidation Event. Upon the occurrence of any Liquidation Event, Holders of Series E Preferred Shares shall be entitled to receive out of the assets of the Corporation or proceeds thereof legally available for distribution to shareholders of the Corporation, (i) after satisfaction of all liabilities, if any, to creditors of the Corporation, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Parity Securities then outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Shares and any other classes or series of Junior Securities as to such distribution, a Table of Contents liquidating distribution or payment in full redemption of such Series E Preferred Shares in an amount equal to the Series E Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made to the Holders of the Series E Preferred Shares or any Parity Securities and (y) the Holders of outstanding Series E Preferred Shares shall be entitled to the Series E Liquidation Preference per share in cash concurrently with any distribution made to the holders of Parity Securities and before any distribution shall be made to the holders of Common Shares or any other Junior Securities. Holders of Series E Preferred Shares shall not be entitled to any other amounts from the Corporation, in their capacity as Holders of such shares, after they have received the Series E Liquidation Preference. The payment of the Series E Liquidation Preference shall be a payment in redemption of the Series E Preferred Shares such that, from and after payment of the full Series E Liquidation Preference, any such Series E Preferred Share shall thereafter be cancelled and no longer be outstanding.

Liquidation Event. (i) Upon any liquidation, dissolution or winding up of the Corporation and its subsidiaries, whether voluntary or involuntary, including any Insolvency Event (each a “Liquidation Event”), each holder of outstanding shares of Series A Preferred Stock shall be entitled to be paid in cash, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation and after satisfaction of all liabilities and obligations to creditors of the Corporation (or, with respect to a Change of Control Transaction in which consideration is payable to the stockholders of the Corporation, out of the consideration payable to the stockholders of the Corporation in connection therewith), but before any amount shall be paid or distributed to the holders of the Common Stock or any other Junior Stock, an amount in respect of each share of Series A Preferred Stock held by such holder equal to the Series A Preference Amount as of the effective date of such Liquidation Event. Each share of Series A Preferred Stock shall be automatically cancelled without further action upon payment in full to the holder of such share of the Series A Preference Amount with respect to such share. After the prior payment in full of the Series A Preference Amount in connection with a Liquidation Event, the remaining assets and funds of the Corporation available for distribution to its stockholders, if any, shall be distributed among the holders of shares of Junior Stock then outstanding. (ii) If the amounts available for distribution by the Corporation to holders of Series A Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series A Preference Amount due to such holders, the Corporation shall redeem the maximum possible number of shares of Series A Preferred Stock it is not then legally prohibited from redeeming, such redemption to be effected from the holders thereof on a pro rata basis. Following the determination of the applicable number of shares to be redeemed pursuant to this Section A.5(a)(ii) of this Article Fourth, such redemption shall take place in accordance with Section A.6 of this Article Fourth.

Liquidation Event. If the Company is liquidated in accordance with the provisions of its Certificate of Incorporation, then the Warrants shall be deemed to have been exercised.

Liquidation Event. If any Liquidation Event shall have occurred and be continuing, then the Issuer Security Trustee may or, at the direction of the Required Noteholders, shall, subject to being indemnified and/or secured and/or prefunded to its satisfaction, exercise from time to time any rights and remedies available to it as the result of such occurrence under the FleetCo Related Documents.