Liquidation right Clause Samples
A liquidation right clause grants certain parties, typically investors or preferred shareholders, the right to receive a specified payout from the proceeds if the company is liquidated, sold, or undergoes a similar exit event. This clause often details the order of payments, ensuring that these parties are paid before common shareholders, and may specify a fixed amount or a multiple of the original investment. Its core function is to protect investors by guaranteeing a return of capital or a minimum payout in the event of company dissolution, thereby reducing their financial risk.
Liquidation right. Liquidation right means a right or ability to com- pel the entity to acquire all or a por- tion of the holder’s equity interest in the entity, including by reason of ag- gregate voting power, whether or not its exercise would result in the com- plete liquidation of the entity.
Liquidation right. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, the Liquidation Right, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Convertible Preferred Stock; provided, however, that such rights shall accrue to the Holders only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Convertible Preferred Stock (the "Senior Liquidation Stock") are fully met. If the assets of the Corporation available for distribution after the liquidation preferences of the Senior Liquidation Stock are fully met are not sufficient to pay an amount equal to the Liquidation Right to the holders of outstanding shares of Convertible Preferred Stock, then the assets of the Corporation shall be distributed ratably among the Holders. Neither a consolidation, merger or other business combination of the Corporation with or into another corporation or other entity nor a sale or offer of all or part of the Corporation's assets for cash, securities or other property shall be considered a liquidation, dissolution or winding up of the Corporation for purposes of this Section 4 (unless in connection therewith the liquidation of the Corporation is specifically approved).
Liquidation right. Subject to the prior and superior right of the Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed to holders of Common Stock, subject to and as provided in Section 3.2 of this Article Fourth.
Liquidation right. Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series H Preferred Stock unless, prior thereto, the holders of shares of Series H Preferred Stock shall have received an amount equal to the accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (x) $.01 per whole share or (y) an aggregate amount per share equal to the Formula Number then in effect times the aggregate amount to be distributed per share to holders of Common Stock or (2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series H Preferred Stock, except distributions made ratably on the Series H Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.
Liquidation right. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series Seed-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to one (1) times the Series Seed-1 Preferred Stock purchase price herein. If upon any such liquidation, dissolution, or winding up of the Company, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series Seed-1 Preferred Stock the full amount to which they shall be entitled pursuant to the Amended and Restated Articles of Incorporation, the holders of shares of Series Seed-1 Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
Liquidation right. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, for each share of Series C-2 Preferred Stock the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, the Liquidation Price, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Series C-2 Preferred Stock; provided, however, that such rights shall accrue to the Holders only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of capital stock of the Corporation ranking senior as to liquidation rights to the Series C-2 Preferred Stock (the "Senior Liquidation Stock") are fully met. No further distribution of residual property will be made to the holders of Series C-2
Liquidation right. Upon any termination of this Agreement and in the event that Zale does not, or is not entitled to, purchase or arrange for the purchase of the Purchase Assets pursuant to Section 15., Citi Commerce will have the right during the Liquidation Period, in addition to and retaining all other rights it may have under the terms of this Agreement or Applicable Law:
(i) to liquidate the remaining Accounts in any lawful manner that may be expeditious, or economically advantageous to Citi Commerce;
(ii) to sell, transfer, assign, or otherwise dispose of the remaining Accounts to a third party in any lawful manner that may be expeditious, or economically advantageous to Citi Commerce;
(iii) to issue a replacement or substitute card issued by Citi Commerce or an Affiliate of Citi Commerce, provided that such card does not display any ▇▇▇▇ ▇▇▇▇▇; and
(iv) to use the right granted to Citi Commerce pursuant to Section 18(c) of this Agreement. Zale will accept and will cause all Approved Sales Channels to accept the then-existing Credit Cards until the termination or expiration of this Agreement.
Liquidation right. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, for each share of Series D Preferred Stock the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation's capital stock ranking junior as to liquidation rights to the Series D Preferred Stock an amount equal to the sum of (1) the Liquidation Price and (2) an additional amount equal to the product of (x) the amount of the remaining assets of the Corporation available for distribution after payment in full of the Liquidation Price of the Series D Preferred Stock and the respective liquidation preferences payable to the holders of any class or series of preferred stock of the Corporation ranking senior as to liquidation rights to the Series D Preferred Stock (the "Senior Liquidation Stock") and to the holders of any other class or series of preferred stock (but excluding in each case any liquidation preference that ranks equally with the Common Stock) multiplied by (y) a fraction the numerator of which is the Common Share Equivalent Number and the denominator of which is the sum of the number of shares of Common Stock then outstanding and the aggregate Common Stock Equivalent Number for all outstanding shares of Series D Preferred Stock; provided, however, that such rights shall accrue to the Holders only in the event that the Corporation's payments with respect to the liquidation preferences of the holders of the Senior Liquidation Stock shall have been fully met. If the assets of the Corporation available for distribution after payment of the liquidation preferences of holders of all the Senior Liquidation Stock are not sufficient to pay the full amount to which the holders of outstanding shares of Series D Preferred Stock and the liquidation preferences payable to the holders of any class or series of preferred stock ranking (based on relative liquidation preference) pari passu with the Series D Preferred Stock ("Parity Securities"), then the assets of the Corporation shall be distributed ratably among the Holders and the holders of Parity Securities. Upon any liquidation, dissolution or winding up of the Corporation, after the holders of the Senior Liquidation Stock, the Series D Preferred Stock and any Parity Securities shall ha...
Liquidation right. 1In the event of a liquidation, dissolution, winding up or other statutory liquidation event (as defined below) of the Company, the remaining property of the Company (the “Distributable Liquidation Property”) from the disposal of the assets of the Company after the payments of relevant expenses in accordance with applicable laws shall be distributed as follows:
Liquidation right. Upon an Event of Default arising from the failure to repay the outstanding principal amount of the Note on the Maturity Date, the Purchaser shall have the right to cause the Company to sell its assets until the Company repays the then outstanding amounts due under the Note (such right, the “Liquidation Right”). If the Purchaser elects to exercise its Liquidation Right, the Purchaser shall have the right to appoint a trustee to assist in carrying out the sale of the Company’s assets pursuant to the terms of this Agreement.